Common use of Place and Application of Payments Clause in Contracts

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement Obligations and all fees and other amounts payable by any Credit Party under the Credit Documents shall be made free and clear of any set-off, counterclaim or defense by such Credit Party to the Administrative Agent (or, in the case of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), to the applicable Issuing Bank and, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.15), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof (i) in the case of payments in Dollars, no later than 2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the Borrowers and (ii) in the case of Reimbursement Obligations in any Specified Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currency) in the applicable Administrative Agent’s Account. Any payments received by the Administrative Agent from any Credit Party after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Reimbursement Obligation to an Issuing Bank in the applicable currency or if the applicable Borrower shall default in the payment when due of any payment in such currency, the relevant Issuing Bank may, at its option, require such payment to be made to the Lenders in the Dollar Equivalent of such currency. Notwithstanding the foregoing sentence, a Borrower’s obligation to make payments in any Specified Currency shall not be discharged or satisfied by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by the applicable Issuing Bank of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank for any shortfall in any such payment made by such Issuing Bank and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunder. The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations then due and payable under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent in the order set forth in Section 8.7. In calculating the amount of Obligations owing each Lender other than for principal and interest on Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders.

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement Obligations and all fees and other amounts payable by any Credit Party under the Credit Documents shall be made free and clear of any set-off, counterclaim or defense by such Credit Party to the Administrative Agent (or, in the case of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), to the applicable Issuing Bank and, in the case of Swingline Loans, to the applicable Swingline Lender, except as provided in Section 2.152.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof (i) in the case of payments in Dollars, no later than 2:00 P.M. p.m. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the Borrowers and (ii) in the case of Reimbursement Obligations in any Specified Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currency) in the applicable Administrative Agent’s AccountCompany. Any payments received by the Administrative Agent from any Credit Party after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Reimbursement Obligation owing to an Issuing Bank with respect to a Letter of Credit issued in the applicable currency a Specified Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in such currencya Specified Currency, the relevant Issuing Bank may, at its option, require such payment to shall be made to the Lenders in the Dollar Equivalent of such currency. Notwithstanding the foregoing sentence, a Borrower’s obligation to make payments currency determined in any Specified Currency shall not be discharged or satisfied by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by the applicable Issuing Bank of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank for any shortfall in any such payment made by such Issuing Bank and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunderaccordance with Section 10.19. The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations amounts then due and payable to the Administrative Agent and the Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order set forth in Section 8.77.7. In calculating the amount of Obligations owing each Lender other than for principal and interest on Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders.

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement Obligations and all fees and other amounts payable by any Credit Party under the Credit Documents shall be made free and clear of any set-off, counterclaim or defense by such Credit Party to the Administrative Agent (or, in the case of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), to the applicable Issuing Bank and, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.15), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof (i) in the case of payments in Dollars, no later than 2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the Borrowers and (ii) in the case of Reimbursement Obligations in any Specified Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currency) Borrower in the applicable Administrative Agent’s Account. Any payments received by the Administrative Agent from any Credit Party after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Reimbursement Obligation to an Issuing Bank in the applicable currency or if the applicable Borrower shall default in the payment when due of any payment in such currency, the relevant Issuing Bank may, at its option, require such payment to be made to the Lenders in the Dollar Equivalent of such currency. Notwithstanding the foregoing sentence, a Borrower’s obligation to make payments in any Specified Currency shall not be discharged or satisfied by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by the applicable Issuing Bank of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank for any shortfall in any such payment made by such Issuing Bank and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunder. The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations then due and payable under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent in the order set forth in Section 8.7. In calculating the amount of Obligations owing each Lender other than for principal and interest on Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders.

Place and Application of Payments. (a) All payments of principal of and interest on the LoansLoans and the Reimbursement Obligations, Reimbursement and of all other Obligations and all fees and other amounts payable by any Credit Party Borrower under this Agreement and the Credit Documents other Loan Documents, shall be made free and clear of any set-off, counterclaim or defense by such Credit Party Borrower to the Administrative Agent by no later than 12:00 Noon on the due date thereof at the office of Administrative Agent in Chicago, Illinois (or, in the case of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), or such other location as Administrative Agent may designate to the applicable Issuing Bank and, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.15Borrower), for the benefit of the Lenders and Lender(s) or L/C Issuer entitled thereto. Any (1) Borrower has not in fact made the Issuing Banks entitled corresponding payment to Administrative Agent; (2) Administrative Agent has made a payment in excess of the amount(s) received by it from Borrower either individually or in the aggregate (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Secured Parties severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such paymentsSecured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary notwithstanding (including Section 2.9(b)), all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by Administrative 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 Administrative Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the due date thereof (i) Collateral, in protecting, preserving or enforcing rights under the case Loan Documents, and in any event including all costs and expenses of payments in Dollars, no later than 2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the a character which Borrower has agreed to pay Administrative Agent may designate in writing under Section 11.13 (such funds to the Borrowers be retained by Administrative Agent for its own account unless it has previously been reimbursed for such costs and (ii) in the case of Reimbursement Obligations in any Specified Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currency) in the applicable Administrative Agent’s Account. Any payments received expenses by the Administrative Agent from any Credit Party after the time specified Lenders, in the preceding sentence which event such amounts shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Reimbursement Obligation to an Issuing Bank in the applicable currency or if the applicable Borrower shall default in the payment when due of any payment in such currency, the relevant Issuing Bank may, at its option, require such payment to be made remitted to the Lenders in the Dollar Equivalent of such currency. Notwithstanding the foregoing sentenceto reimburse them for payments theretofore made to Administrative Agent); (b) second, a Borrower’s obligation to make payments in any Specified Currency shall not be discharged or satisfied by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by the applicable Issuing Bank payment of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank Swing Loans, both for any shortfall in any such payment made by such Issuing Bank principal and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action accrued but unpaid interest; (c) third, to the extent that such actual receipt is less than payment of any outstanding interest and fees due under the full amount of the Specified Currency expressed Loan Documents to be payable hereunder. The Administrative Agent will, on the same day each payment is received or deemed to have been received allocated pro rata in accordance with this Section 3.2, cause to be distributed like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective aggregate unpaid amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations then due and payable under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent in the order set forth in Section 8.7. In calculating the amount of Obligations owing each Lender other than for principal and interest on Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders.holder thereof;

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement Obligations and all fees and other amounts payable by any Credit Party the Borrower under the Credit Documents shall be made free and clear of any set-off, counterclaim or defense by such Credit Party the Borrower to the Administrative Agent (orAgent, in the case without defense, setoff or counterclaim, free of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), to the applicable Issuing Bank and, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.15)restriction or condition, for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof (i) in the case of payments in U.S. Dollars, no later than 2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the Borrowers Borrower, and (ii) in the case of Reimbursement Obligations payments in any Specified Alternative Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currencyAlternative Currency) in the applicable Administrative Agent’s Account. Any payments received by the Administrative Agent from any Credit Party the Borrower after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Loan or Reimbursement Obligation to an Issuing Bank the Lenders in the applicable currency Alternative Currency or if the applicable Borrower shall default in the payment when due of any payment in such currencyAlternative Currency, the relevant Issuing Bank Lenders may, at its their option, require such payment to be made to the Lenders in the Dollar Equivalent of such currencyAlternative Currency determined in accordance with Section 10.19. Notwithstanding the foregoing sentence, a Borrower’s obligation With respect to make payments any amount due and payable in any Specified Alternative Currency, the Borrower agrees to hold the Lenders harmless from any losses, if any, that are incurred by the Lenders arising from any change in the value of Dollars in relation to such Alternative Currency shall not be discharged or satisfied between the date such payment became due and the date of payment thereof (other than losses incurred by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except Lender due to the extent that gross negligence or willful misconduct of such tender or recovery results in the actual receipt by the applicable Issuing Bank of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank for any shortfall in any such payment made by such Issuing Bank and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunderLender). The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations amounts then due and payable to the Administrative Agent and the Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order set forth in Section 8.77.7. In calculating the amount of Obligations owing each Lender other than for principal and interest on Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it, to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Place and Application of Payments. (a) All payments of principal of and interest on the Revolving Loans, Reimbursement Obligations and all fees and other amounts payable by any Credit Party the Borrower under the Credit Documents shall be made free and clear of any set-off, counterclaim or defense by such Credit Party the Borrower to the Administrative Agent (orAgent, in the case without defense, setoff or counterclaim, free of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), to the applicable Issuing Bank and, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.15)restriction or condition, for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof (i) in the case of payments in U.S. Dollars, no later than 2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the Borrowers Borrower, and (ii) in the case of Reimbursement Obligations payments in any Specified Alternative Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currencyAlternative Currency) in the applicable Administrative Agent’s Account. Any payments received by the Administrative Agent from any Credit Party the Borrower after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Reimbursement Obligation to an Issuing Bank the Lenders in the applicable currency Alternative Currency or if the applicable Borrower shall default in the payment when due of any payment in such currencyAlternative Currency, the relevant Issuing Bank Lenders may, at its their option, require such payment to be made to the Lenders in the Dollar Equivalent of such currencyAlternative Currency determined in accordance with Section 10.19. Notwithstanding the foregoing sentence, a Borrower’s obligation With respect to make payments any amount due and payable in any Specified Alternative Currency, the Borrower agrees to hold the Lenders harmless from any losses, if any, that are incurred by the Lenders arising from any change in the value of Dollars in relation to such Alternative Currency shall not be discharged or satisfied between the date such payment became due and the date of payment thereof (other than losses incurred by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except Lender due to the extent that gross negligence or willful misconduct of such tender or recovery results in the actual receipt by the applicable Issuing Bank of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank for any shortfall in any such payment made by such Issuing Bank and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunderLender). The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations amounts then due and payable to the Administrative Agent and the Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order set forth in Section 8.77.7. In calculating the amount of Guaranteed Obligations owing each Lender other than for principal and interest on Revolving Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Guaranteed Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it, to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Place and Application of Payments. (a) All payments of principal of and interest on the Revolving Loans, Reimbursement Obligations and all fees and other amounts payable by any Credit Party the Borrower under the Credit Documents shall be made free and clear of any set-off, counterclaim or defense by such Credit Party the Borrower to the Administrative Agent (orAgent, in the case without defense, setoff or counterclaim, free of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), to the applicable Issuing Bank and, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.15)restriction or condition, for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof (i) in the case of payments in U.S. Dollars, no later than 2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the Borrowers Borrower, and (ii) in the case of Reimbursement Obligations payments in any Specified Alternative Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currencyAlternative Currency) in the applicable Administrative Agent’s Account. Any payments received by the Administrative Agent from any Credit Party the Borrower after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Revolving Loan or Reimbursement Obligation to an Issuing Bank the Lenders in the applicable currency Alternative Currency or if the applicable Borrower shall default in the payment when due of any payment in such currencyAlternative Currency, the relevant Issuing Bank Lenders may, at its their option, require such payment to be made to the Lenders in the Dollar Equivalent of such currencyAlternative Currency determined in accordance with Section 10.19. Notwithstanding the foregoing sentence, a Borrower’s obligation With respect to make payments any amount due and payable in any Specified Alternative Currency, the Borrower agrees to hold the Lenders harmless from any losses, if any, that are incurred by the Lenders arising from any change in the value of Dollars in relation to such Alternative Currency shall not be discharged or satisfied between the date such payment became due and the date of payment thereof (other than losses incurred by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except Lender due to the extent that gross negligence or willful misconduct of such tender or recovery results in the actual receipt by the applicable Issuing Bank of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank for any shortfall in any such payment made by such Issuing Bank and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunderLender). The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations amounts then due and payable to the Administrative Agent and the Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order set forth in Section 8.77.7. In calculating the amount of Obligations owing each Lender other than for principal and interest on Revolving Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it, to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement Obligations Loans and all fees and other amounts payable by any Credit Party the Borrower under the Credit Documents shall be made free and clear of any set-off, counterclaim or defense by such Credit Party the Borrower to the Administrative Agent (orAgent, in the case without defense, setoff or counterclaim, free of any Reimbursement Obligations, customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), to the applicable Issuing Bank and, in the case of Swingline Loans, to the Swingline Lender, except as provided in Section 2.15)restriction or condition, for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof (i) in the case of payments in Dollarsthereof, no later than 2:00 P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the Borrowers and (ii) in the case of Reimbursement Obligations in any Specified Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such currency) in the applicable Administrative Agent’s AccountBorrower. Any payments received by the Administrative Agent from any Credit Party the Borrower after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day. If the applicable Borrower does not, or is unable for any reason to, effect payment of a Reimbursement Obligation to an Issuing Bank in the applicable currency or if the applicable Borrower shall default in the payment when due of any payment in such currency, the relevant Issuing Bank may, at its option, require such payment to be made to the Lenders in the Dollar Equivalent of such currency. Notwithstanding the foregoing sentence, a Borrower’s obligation to make payments in any Specified Currency shall not be discharged or satisfied by any tender or any recovery pursuant to any judgment or otherwise which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by the applicable Issuing Bank of the full amount of the Specified Currency payable under this Agreement. Each Borrower shall indemnify such Issuing Bank for any shortfall in any such payment made by such Issuing Bank and such Borrower’s obligation to make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunder. The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.2, cause to be distributed in like funds in like currency to (i) each Lender owed an Obligation for which such payment was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender, and (ii) each Issuing Bank entitled thereto. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all Obligations amounts then due and payable to the Administrative Agent and the Lenders under the Credit Documents, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order set forth in Section 8.77.7. In calculating the amount of Obligations owing each Lender other than for principal and interest on Loans and Reimbursement Obligations and fees under Section 3.1, the Administrative Agent shall only be required to include such other Obligations that Lenders have certified to the Administrative Agent in writing are due to such Lenders. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it, to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.