Common use of Place and Application of Payments Clause in Contracts

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments of fees and all other amounts payable under this Agreement shall be made to the Agent by no later than 1:00 p.m. (Chicago time) at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the Banks. Any payments received after such time shall be deemed to have been received by the Agent 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. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks 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 Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement or any other Loan Document, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor made to the Agent or the Security Trustee); (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement other than for principal, ratably as among the Agent and the Banks 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 Banks in accord with the then respective unpaid principal balances thereof; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower 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; (e) fifth, to the Borrower or whoever the Required Banks reasonably determine to be

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments of fees and all other amounts payable under this Agreement shall be made to the Agent by no later than 1:00 p.m. (Chicago time) at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the Banks. Any payments received after such time shall be deemed to have been received by the Agent 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. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks 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 Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement or any other Loan Document, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor made to the Agent or the Security Trustee); ; (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement other than for principal, ratably as among the Agent and the Banks 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 Banks in accord with the then respective unpaid principal balances thereof; ; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower 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; ; (e) fifth, to the Borrower or whoever the Required Banks reasonably determine to bebe lawfully entitled thereto.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts payable by the Borrowers under this Agreement Agreement, shall be made to the Agent by no later than 1:00 p.m. 12:00 noon (Chicago time) at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the BorrowerCompany) or, if such payment is to be made in an Agreement Currency, no later than 12:00 noon local time at the place of payment (or such earlier local time as is necessary for such funds to be received and transferred to the Agent for same day value on the day such Obligation is due) to such office as the Agent has previously specified in a notice to the Company (acting on behalf of the Borrowers) for the benefit of the BanksPerson or Persons entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made (i) in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of any Loans denominated in an Alternative Currency or any Reimbursement Obligations payable in an Available Foreign Currency, in such Alternative Currency or such Available Foreign Currency, as applicable, in such funds as are then customary for the settlement of international transactions in such currency. Any payment by the Borrowers to the Agent for account of the Banks in accordance with the terms hereof shall, to the extent of such payment, discharge the Borrowers' obligation to make such a payment to the Banks, provided that if any such payment is rescinded or must otherwise be restored or returned, the Borrowers' obligations to the Banks with respect to such payment shall be reinstated as if such payment had never been made. All such payments shall be made, in all cases, without set-off setoff or counterclaimcounterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed or measured by the net income of any Bank). The Agent will promptly thereafter (and in any case before the close of business on the day the Agent receives such funds, if timely received by the Agent) cause to be distributed like funds relating to the payment of principal or interest on Committed Loans or fees ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. If the Agent fails to distribute such payments to any Bank by such times, the Agent shall pay to such Bank interest on the amount not paid in respect of each day during the period commencing on the date such payment was received by the Agent (or the following Business Day in the case of payments received after 12:00 noon (Chicago time)) and ending on but excluding the date the Agent pays such amount at a rate per annum equal to (i) if such payment was received by the Agent on account of an Obligation denominated in U.S. Dollars, the effective rate charged to the Agent for Federal Funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day) and (ii) if such payment was received by the Agent on account of an Obligation denominated in an Agreement Currency, at the Overnight Foreign Currency Rate. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, Notes and all proceeds of the Collateral and payments or collections on any guaranties Applications received, in each instance, by the Agent or any of the Banks 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 reasonable outstanding costs and expenses incurred by the Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement or any other Loan DocumentAgreement, the Notes and the Applications and in any event including all reasonable costs and expenses of a character which the Borrower has Borrowers have agreed to pay to the Agent and the Security Trustee under Sections 9.5 11.5 and 12.12 15.15 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor theretofore made to the Agent or the Security TrusteeAgent); ; (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes Notes, the Applications, the Agent's Fee Letter or this Agreement other than for principal, ratably as among the Agent and the Banks in accord with the amount of such interest and other fees or amounts owing each; ; (c) third, to the payment of (i) the principal of the NotesNotes and (ii) after all amounts in clause (i) have been paid, to any liabilities in respect of unpaid drawings under the Letters of Credit 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), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accord with the then respective aggregate unpaid principal balances thereof; of the Notes as to which such payments relate and the Letters of Credit; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower Obligations owing to each of them and secured by the Collateral Documents (other than those described above) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Borrower Borrowers or whoever the Required Banks reasonably determine to bemay be lawfully entitled thereto.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Agent by no later than 1:00 p.m. (Chicago time) on the due date thereof at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) ), for the benefit of the BanksBank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, Obligations or Hedging Liability and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks after the occurrence and during the continuation 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 reasonably incurred by the Security Trustee or the Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under this Agreement or any other the Loan DocumentDocuments, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 Section 12.15 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor theretofore made to the Agent or the Security TrusteeAgent); ; (b) second, to the payment of the principal of and interest on the Swing Line Note; (c) third, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement and the other Loan Documents, in each case other than for principalprincipal on the Loans or in reimbursement or collateralization of L/C Obligations, ratably pro rata as among the Agent and the Banks in accord with the amount of such interest and other fees or amounts owing each; ; (cd) thirdfourth, to the payment of the principal of the Notes, unpaid Reimbursement Obligations, together with amounts to be held by the Agent as collateral security for any other L/C Obligations pursuant to Section 9.4 hereof (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to or held as collateral security for the Banks or their Affiliates to be allocated pro rata as among the Banks in accord accordance with the then respective aggregate unpaid principal balances amounts owing to each holder thereof; ; (de) fourthfifth, to the Agent Agent, the Banks, and the Banks their Affiliates ratably in accord accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each of them and secured by the Collateral Documents unless (including, without limitation, Funds Transfer and until all such indebtedness, obligations and liabilities have been fully paid and satisfiedDeposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (ef) fifthsixth, to the Borrower or whoever the Required Banks reasonably determine to bewhomever else applicable law shall require.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Agent by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the BanksBank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, Obligations or Hedging Liability and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks after the occurrence and during the continuation 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 reasonably incurred by the Security Trustee or the Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under this Agreement or any other the Loan DocumentDocuments, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 Section 12.15 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor theretofore made to the Agent or the Security TrusteeAgent); ; (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement and the other Loan Documents, in each case other than for principalprincipal on the Loans or in reimbursement or collateralization of L/C Obligations, ratably pro rata as among the Agent and the Banks 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 NotesSwing Line Note; (d) fourth, to the payment of the principal of the Notes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accord with the then respective aggregate unpaid principal balances thereof; of their Loans and interests in the Letters of Credit; (de) fourthfifth, to the Agent and Agent, the Banks and their Affiliates ratably in accord accordance with the Hedging Liability and any other amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each of them and secured by the Collateral Documents Documents, unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; ; (ef) fifthsixth, to the Borrower or whoever the Required Banks reasonably determine to beelse applicable law shall require.

Place and Application of Payments. All payments of principal of and interest on the Loans Loans, reimbursement obligations with respect to Letters of Credit and all payments of fees and all other amounts payable under this Agreement shall be made to the Agent by no later than 1:00 p.m. 12:00 Noon (Chicago time) at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the BorrowerBorrowers) for the benefit of the BanksLenders. Any payments received after such time shall be deemed to have been received by the Agent 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. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans Loans, reimbursement obligations with respect to Letters of Credit or fees ratably to the Banks Lenders and like funds relating to the payment of any other amount payable to any Bank Lender to such BankLender, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to Alternatively, at its sole discretion, the contrary notwithstanding, all payments and collections received Agent may charge against or debit any deposit account or other Monies of any Borrower on deposit with or in respect possession of the indebtedness evidenced by Agent (except any Monies of any Borrower at any time on deposit with the Notes, and all proceeds Agent collateralizing any Letters of the Collateral and payments or collections on any guaranties received, in each instance, Credit issued by the Agent on behalf of the Borrowers as Financial Assurance to TDHE), all or any part of any amount due hereunder or under the Banks Notes. The Agent's right from time to time after the occurrence or happening of an Event of Default shall be remitted hereunder (which has not been cured or waived in a writing signed by the Agent) to set off indebtedness owing by Borrowers to the Agent against any Borrower's Monies, deposits, credits, accounts or other property now or at any time in the possession or control of the Agent, except as provided herein, is hereby acknowledged and distributed as follows: (a) first, agreed to the payment of any outstanding costs and expenses incurred by the Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement or any other Loan Document, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor made to the Agent or the Security Trustee); (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement other than for principal, ratably as among the Agent and the Banks 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 Banks in accord with the then respective unpaid principal balances thereof; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower 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; (e) fifth, to the Borrower or whoever the Required Banks reasonably determine to beBorrowers.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts payable by the Borrowers under this Agreement Agreement, shall be made to the Agent by no later than 1:00 p.m. 12:00 noon (Chicago time) at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the BorrowerCompany) or, if such payment is to be made in an Agreement Currency, no later than 12:00 noon local time at the place of payment (or such earlier local time as is necessary for such funds to be received and transferred to the Agent for same day value on the day such Obligation is due) to such office as the Agent has previously specified in a notice to the Company (acting on behalf of the Borrowers) for the benefit of the BanksPerson or Persons entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made (i) in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of any Loans denominated in an Alternative Currency or any Reimbursement Obligations payable in an Available Foreign Currency, in such Alternative Currency or such Available Foreign Currency, as applicable, in such funds as are then customary for the settlement of international transactions in such currency. Any payment by the Borrowers to the Agent for account of the Banks in accordance with the terms hereof shall, to the extent of such payment, discharge the Borrowers' obligation to make such a payment to the Banks, provided that if any such payment is rescinded or must otherwise be restored or returned, the Borrowers' obligations to the Banks with respect to such payment shall be reinstated as if such payment had never been made. All such payments shall be made, in all cases, without set-off setoff or counterclaimcounterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed or measured by the net income of any Bank). The Agent will promptly thereafter (and in any case before the close of business on the day the Agent receives such funds, if timely received by the Agent) cause to be distributed like funds relating to the payment of principal or interest on Committed Loans or fees ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank (including without limitation a Participating Bank's share under Section 1.2(f) hereof of any collections received on any Reimbursement Obligation), in each case to be applied in accordance with the terms of this Agreement. If the Agent fails to distribute such payments to any Bank by such times, the Agent shall pay to such Bank interest on the amount not paid in respect of each day during the period commencing on the date such payment was received by the Agent (or the following Business Day in the case of payments received after 12:00 noon (Chicago time)) and ending on but excluding the date the Agent pays such amount at a rate per annum equal to (i) if such payment was received by the Agent on account of an Obligation denominated in U.S. Dollars, the effective rate charged to the Agent for Federal Funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day) and (ii) if such payment was received by the Agent on account of an Obligation denominated in an Agreement Currency, at the Overnight Foreign Currency Rate. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of (i) the indebtedness evidenced by the NotesNotes and Applications, (ii) the Hedging Liability and (iii) and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks (or their affiliates in the case of Hedging Liability) 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 reasonable outstanding costs and expenses incurred by the Security Trustee or the Agent Agent, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or Collateral, in protecting, preserving or enforcing rights under this Agreement or any other the Loan Document, Documents and in any event including all reasonable costs and expenses of a character which the Borrower has Borrowers have agreed to pay to the Agent and the Security Trustee under Sections 9.5 11.5 and 12.12 15.15 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor theretofore made to the Agent or the Security TrusteeAgent); ; (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes Notes, the Applications, the Agent's Fee Letter or this Agreement other than for principal, ratably as among the Agent and the Banks 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, the Hedging Liability and any liabilities in respect of unpaid drawings under the Letters of Credit 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), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accord with the then respective aggregate unpaid principal balances thereof; of the Notes or Letters of Credit (as the case may be) as to which such payments relate; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower Obligations owing to each of them and secured by the Collateral Documents (other than those described above) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Borrower Company (on behalf of the Borrowers, whose sole recourse shall be to the Company for any amount so distributed to the Company) or whoever the Required Banks reasonably determine to beelse may be lawfully entitled thereto."

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Agent by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the BanksBank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, Obligations and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks after the occurrence and during the continuation 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 reasonably incurred by the Security Trustee or the Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under this Agreement or any other the Loan DocumentDocuments, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 Section 12.15 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor theretofore made to the Agent or the Security TrusteeAgent); ; (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement and the other Loan Documents, in each case other than for principalprincipal on the Loans or in reimbursement or collateralization of L/C Obligations, ratably pro rata as among the Agent and the Banks 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 NotesNotes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accord with the then respective aggregate unpaid principal balances thereof; of their Loans and interests in the Letters of Credit; (d) fourth, to the Agent and the Banks ratably in accord accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each of them and secured by the Collateral Documents (other than for Hedging Liability described in subsection (e) below), unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; ; (e) fifth, to the payment of the Hedging Liability (if any) pro rata as among the Banks and their Affiliates to whom such Hedging Liability is owed in accordance with the then respective unpaid amounts of such liability; and (f) sixth, to the Borrower or whoever the Required Banks reasonably determine to beelse may be lawfully entitled thereto. SECTION

Place and Application of Payments. All payments of principal of and interest on the Loans Notes and all payments of fees and all other amounts obligations payable by the Borrower under this Agreement Agreement, the Notes and the other Convertible Loan Documents, shall be made by the Borrower to the Agent by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the BanksLender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees the Notes ratably to the Banks Lenders and like funds relating to the payment of any other amount payable to any Bank Lender to such BankLender, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by Notes and the Notes, other obligations due hereunder and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks Lenders after the acceleration or maturity of the Obligations, or a part thereof, or the enforcement of Liens on the Collateral granted in favor of the Agent and the Lenders following the occurrence and during the continuation 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 Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement or any other Loan Document, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor made to the Agent or the Security Trustee); (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement other than for principal, ratably as among the Agent and the Banks in accord accordance with the amount terms and provisions of such interest and other fees or amounts owing each; (c) third, to the payment Section 3 of the principal of the NotesCredit Agreement, pro rata which terms and provisions are incorporated herein by reference as among the Banks though set forth herein in accord with the then respective unpaid principal balances thereof; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower 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; (e) fifth, to the Borrower or whoever the Required Banks reasonably determine to befull.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments of fees and all other amounts payable under this Agreement shall be made to the Agent by no later than 1:00 p.m. (Chicago time) at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the Banks. Any payments received after such time shall be deemed to have been received by the Agent 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. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks 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 Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement or any other Loan Document, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 12.13 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor made to the Agent or the Security Trustee); ; (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement other than for principal, ratably as among the Agent and the Banks 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 Banks in accord with the then respective unpaid principal balances thereof; ; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower 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; ; (e) fifth, to the Borrower or whoever the Required Banks reasonably determine to bebe lawfully entitled thereto.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Agent by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the BanksBank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Agent will promptly (but not later than 3 days after receipt of said payments by the Agent) thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, Obligations or Hedging Liability and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks after the occurrence and during the continuation 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 reasonably incurred by the Security Trustee or the Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under this Agreement or any other the Loan DocumentDocuments, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 Section 12.15 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor theretofore made to the Agent or the Security TrusteeAgent); ; (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement and the other Loan Documents, in each case other than for principalprincipal on the Loans or in reimbursement or collateralization of L/C Obligations, ratably pro rata as among the Agent and the Banks 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 NotesSwing Line Note; (d) fourth, to the payment of the principal of the Notes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accord with the then respective aggregate unpaid principal balances thereof; of their Loans and interests in the Letters of Credit; (de) fourthfifth, to the Agent and Agent, the Banks and their Affiliates ratably in accord accordance with the Hedging Liability and any other amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each of them and secured by the Collateral Documents Documents, unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; ; (ef) fifthsixth, to the Borrower or whoever the Required Banks reasonably determine to beelse applicable law shall require.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts Obligations payable by the Borrower under this Agreement Agreement, shall be made by the Borrower to the Administrative Agent by no later than 1:00 p.m. (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower) or, if such payment is on a Reimbursement Obligation, no later than provided by Section 1.3(c) hereof or, if such payment is to be made in an Alternative Currency, no later than 12:00 noon local time at the place of payment to such office as the Administrative Agent has previously specified in a notice to the Borrower for the benefit of the BanksLender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made (i) in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of amounts payable hereunder in an Alternative Currency, in such Alternative Currency in such funds then customary for the settlement of international transactions in such currency, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or commitment fees ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such BankLenders, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks 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 Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement or any other Loan Document, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted to the Banks to reimburse them for payments therefor made to the Agent or the Security Trustee); (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement other than for principal, ratably as among the Agent and the Banks 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 Banks in accord with the then respective unpaid principal balances thereof; (d) fourth, to the Agent and the Banks ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrower 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; (e) fifth, to the Borrower or whoever the Required Banks reasonably determine to be.

Place and Application of Payments. All payments of principal of and interest on the Loans and all payments the Reimbursement Obligations, and of fees and all other amounts Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Agent by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the principal office of the Agent in Chicago, Illinois (or such other location in the State of Illinois as the Agent may designate to the Borrower) for the benefit of the BanksBank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Agent on the next Business Day. All such payments shall be made in lawful money of the United States of AmericaU.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Banks and like funds relating to the payment of any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the indebtedness evidenced by the Notes, Obligations and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Banks after the occurrence and during the continuation 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 reasonably incurred by the Security Trustee or the Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under this Agreement or any other the Loan DocumentDocuments, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Agent and the Security Trustee under Sections 9.5 and 12.12 Section 12.15 hereof (such funds to be retained by the Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts shall be remitted ratably to the Banks to reimburse them for payments therefor theretofore made to the Agent or the Security TrusteeAgent); ; (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement and the other Loan Documents, in each case other than for principalprincipal on the Loans or in reimbursement or collateralization of L/C Obligations, ratably pro rata as among the Agent and the Banks in accord accordance with the amount of such interest and other fees or amounts owing each; ; (c) third, to the payment of the principal of the NotesNotes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accord accordance with the then respective aggregate unpaid principal balances thereof; of their Loans and interests in the Letters of Credit; (d) fourth, to the Agent and the Banks ratably in accord accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each of them and secured by the Collateral Documents (other than for Hedging Liability described in subsection (e) below), unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; ; (e) fifth, to the payment of the Hedging Liability (if any) pro rata as among the Banks and their Affiliates to whom such Hedging Liability is owed in accordance with the then respective unpaid amounts of such liability; and (f) sixth, to the Borrower or whoever the Required Banks reasonably determine to beelse may be lawfully entitled thereto.