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 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof 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 Company. 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 a Specified Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Lenders in the Dollar Equivalent of such currency determined in accordance 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 to 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. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all 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 7.7. 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 the 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 the Borrower to the Administrative Agent by no later than 12:00 Noon (orChicago time) on the due date thereof at the office of the Agent in Chicago, Illinois (or such other location in the case State of any customary issuance and administrative fees, fronting fees and expenses in respect of Letters of Credit described in Section 3.1(b), Illinois as the Agent may designate to the applicable Issuing Bank and, in the case of Swingline Loans, to the applicable Swingline Lender, except as provided in Section 2.16), Borrower) for the benefit of the Lenders and the Issuing Bank or Banks entitled to such payments, in immediately available funds on the due date thereof 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 Companythereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Agent 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 a Specified Currency in All such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment payments shall be made to in U.S. Dollars, in immediately available funds at the Lenders place of payment, in the Dollar Equivalent of such currency determined in accordance with Section 10.19each case without set-off or counterclaim. 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, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans 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 Lender owed an Obligation for which such payment was 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 Obligations and all proceeds of the Collateral received, pro rata based 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 Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the respective Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrower has agreed to pay the Agent under Section 12.15 hereof (such funds to be retained by the Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Banks, in which event such amounts of such type of Obligation then owing shall be remitted to each Lender.the Banks to reimburse them for payments theretofore made to the Agent); (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all amounts then due and payable second, to the Administrative Agent payment of any outstanding interest or other fees or amounts due under the Notes and the Lenders other Loan Documents (including amounts owing to the Banks or the Floating Rate Payor under the Credit DocumentsSection 1.12 hereof), 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 7.7. In calculating the amount of Obligations owing each Lender case other than for principal on the Loans or in reimbursement or collateralization of L/C Obligations, pro rata as among the Agent and the Banks in accord with the amount of such interest on Loans and other fees or amounts owing each; (c) third, to the payment of the principal of the Notes and any unpaid Reimbursement Obligations and fees under Section 3.1to 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 Administrative Agent shall only aggregate amount paid to or held as collateral security for the Banks to be required to include such other Obligations that Lenders have certified allocated pro rata as among the Banks in accord with the aggregate unpaid principal balances of their Loans and interests in the Letters of Credit; (d) fourth, to the Administrative Agent and the Banks ratably in writing are due 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 Lendersindebtedness, 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 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 else may be lawfully entitled thereto.

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 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 applicable Swingline Lender, except as provided in Section 2.16Borrower), 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 no later than 2:00 p.m. Collateral, in protecting, preserving or enforcing rights under the applicable Administrative Agent’s Account or such other location as the Loan Documents, and in any event including all costs and expenses of a character which Borrower has agreed to pay Administrative Agent may designate in writing under Section 11.13 (such funds to the Company. Any payments received be retained by Administrative Agent for its own account unless it has previously been reimbursed for such costs and 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 owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made remitted to the Lenders in to reimburse them for payments theretofore made to Administrative Agent); (b) second, to the Dollar Equivalent payment of such currency determined the Swing Loans, both for principal and accrued but unpaid interest; (c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance 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 to 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. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all 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 7.7. 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 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 2.162.15), 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. P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the CompanyBorrowers 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 owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency the applicable currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currencysuch currency, the relevant Issuing Bank may, at its option, require such payment shall 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 determined other than the Specified Currency, except to the extent that such tender or recovery results in accordance with Section 10.19the 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 amounts Obligations 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 7.78.7. 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 2.162.15), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof 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 CompanyBorrower 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 owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Lenders in the Dollar Equivalent of such currency determined in accordance 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 amounts Obligations 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 7.78.7. 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 the 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 the Borrower to the Administrative Agent by no later than 12:00 Noon (or, in the case of any 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds Chicago time) on the due date thereof no later than 2:00 p.m. at the office of the Administrative Agent in the applicable Administrative Agent’s Account Chicago, Illinois (or such other location as the Administrative Agent may designate in writing to the CompanyBorrower) for the benefit of the Lender or Lenders entitled thereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Administrative Agent 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 a Specified Currency in All such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment payments shall be made to in U.S. Dollars, in immediately available funds at the Lenders place of payment, in the Dollar Equivalent of such currency determined in accordance with Section 10.19each case without set-off or counterclaim. 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, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each Lender owed an Obligation for which such payment was 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 Obligations and all proceeds of the Collateral received, pro rata based on the respective amounts of such type of Obligation then owing to in each Lender. (b) If any payment received instance, by the Administrative Agent under or any Credit Document is insufficient to pay in full all amounts then of the Lenders after the Obligations have been declared, or have become, due and payable payable, shall be remitted to the Administrative Agent and distributed as follows: (a) first, to the Lenders payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Credit Loan Documents, and in any event all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 13.15 hereof (such payment shall funds to be distributed retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and applied expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (b) second, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (c) third, to the payment of principal on the Notes, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent and the Lenders in the order set forth in as collateral security for any outstanding L/C Obligations pursuant to Section 7.7. 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, 9.4 hereof (until the Administrative Agent shall only be required to include such other Obligations that Lenders have certified is holding an amount of cash equal to the Administrative Agent then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in writing are due the case of Hedging Liability, their Affiliates to such Lendersbe allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and the Subsidiaries secured by the Collateral Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (e) fifth, to the Borrower or whoever else may be lawfully entitled thereto.

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement and of all other Obligations and all fees and other amounts payable by any Credit Party the 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 the Borrower to the Administrative Agent by no later than 12:00 Noon (or, in the case of any 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds Chicago time) on the due date thereof no later than 2:00 p.m. at the office of the Administrative Agent in the applicable Administrative Agent’s Account Chicago, Illinois (or such other location as the Administrative Agent may designate in writing to the CompanyBorrower) for the benefit of the Lender or Lenders entitled thereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Administrative Agent 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 a Specified Currency in All such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment payments shall be made to in U.S. Dollars, in immediately available funds at the Lenders place of payment, in the Dollar Equivalent of such currency determined in accordance with Section 10.19each case without set-off or counterclaim. 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, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each Lender owed an Obligation for which such payment was 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 Obligations and all proceeds of the Collateral received, pro rata based on the respective amounts of such type of Obligation then owing to in each Lender. (b) If any payment received instance, by the Administrative Agent or any of the Lenders after the occurrence and during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent, the Lenders, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any Credit Document is insufficient event all costs and expenses of a character which the Borrower has agreed to pay in full all amounts then due and payable to the Administrative Agent and the Lenders under Section 12.15 hereof; (b) second, to the Credit Documentspayment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (c) third, such to the payment shall of principal on the Notes, to be distributed allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and its Subsidiaries secured by the Administrative Agent and applied by Collateral Documents to be allocated pro rata in accordance with the Administrative Agent and the Lenders in the order set forth in Section 7.7. In calculating the amount of Obligations aggregate unpaid amounts owing to each Lender other than for principal and interest on Loans and Reimbursement Obligations and fees under Section 3.1holder thereof; and (e) fifth, 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 LendersBorrower or whoever else may be lawfully entitled thereto.

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement and of all other Obligations and all fees and other amounts payable by any Credit Party the Borrowers 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 the Borrowers to the Administrative Agent by no later than 2:00 p.m. (or, in the case of any 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds Cincinnati time) on the due date thereof no later than 2:00 p.m. at the office of the Administrative Agent in the applicable Administrative Agent’s Account Cincinnati, Ohio (or such other location as the Administrative Agent may designate in writing to the CompanyBorrowers) for the benefit of the Lender or Lenders entitled thereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Administrative Agent 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 a Specified Currency in All such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment payments shall be made to in Dollars, in immediately available funds at the Lenders place of payment, in the Dollar Equivalent of such currency determined in accordance with Section 10.19each case without set-off or counterclaim. 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, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each Lender owed case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, (x) pursuant to the exercise of remedies under Sections 6.2 and 6.3 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Obligation for which such payment was receivedEvent of Default, pro rata based on all payments and collections received in respect of the respective amounts of such type of Obligation then owing to each Lender. (b) If any payment received Obligations by the Administrative Agent under or any Credit Document is insufficient to pay in full all amounts then due and payable of the Lenders shall be remitted to the Administrative Agent and distributed as follows: (a) first, to the Lenders under the Credit Documents, such payment shall be distributed of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and applied in any event all costs and expenses of a character which the Borrowers have agreed to pay the Administrative Agent under Section 9.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders in the order set forth in Section 7.7. In calculating the amount of Obligations owing each Lender other than to reimburse them 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 payments theretofore made to the Administrative Agent Agent); (b) second, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in writing are due accordance with the aggregate unpaid amounts owing to such Lenderseach holder thereof; (c) third, to the payment of principal on the Notes, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of all other unpaid Obligations to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (e) fifth, to the Borrowers or whoever else may be lawfully entitled thereto.

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement and of all other Obligations and all fees and other amounts payable by any Credit Party the 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 the Borrower to the Administrative Agent by no later than 2:00 p.m. (or, in the case of any 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds New York time) on the due date thereof no later than 2:00 p.m. at the office of the Administrative Agent in the applicable Administrative Agent’s Account New York, New York (or such other location as the Administrative Agent may designate in writing to the CompanyBorrower in writing) for the benefit of the Lender or Lenders entitled thereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Administrative Agent 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 a Specified Currency in All such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment payments shall be made to in Dollars, in immediately available funds at the Lenders place of payment, in the Dollar Equivalent of such currency determined each case without set-off or counterclaim, except as provided in accordance with Section 10.1910.7. 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, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each Lender owed case to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, (x) pursuant to the exercise of remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders, after the occurrence and during the continuation of an Obligation for which such payment was Event of Default, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, pro rata based on the respective amounts of such type of Obligation then owing to in each Lender. (b) If any payment received instance, by the Administrative Agent under or any Credit Document is insufficient to pay in full all amounts then due and payable of the Lenders, shall be remitted to the Administrative Agent and distributed as follows: (a) first, to the Lenders payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Credit Loan Documents, and in any event all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 10.13 hereof (such payment shall funds to be distributed retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and applied expenses by the Administrative Agent and Lenders, in which event such amounts shall be remitted to the Lenders in the order set forth in Section 7.7. In calculating the amount of Obligations owing each Lender other than to reimburse them 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 payments theretofore made to the Administrative Agent Agent); (b) second, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in writing are due accordance with the aggregate unpaid amounts owing to such Lenderseach holder thereof; (c) third, to the payment of principal on the Loans, the aggregate amount paid to the Lenders to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower, Parent and its Subsidiaries secured by the Collateral Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (e) fifth, to the Borrower or whoever else may be lawfully entitled thereto.

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 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 2.16)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 thereof, 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 CompanyBorrower. 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 owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Lenders in the Dollar Equivalent of such currency determined in accordance 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 to 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 LenderLender (but subject to Section 2.13). (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all 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 7.77.7 (and subject to Section 2.13). 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 Obligations and all fees and other amounts Obligations payable by any Credit Party the 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 the Borrower to the Administrative Agent (or, in the case of any 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds by no later than 12:00 Noon on the due date thereof no later than 2:00 p.m. at the office of the Administrative Agent in the applicable Administrative Agent’s Account Chicago, Illinois (or such other location as the Administrative Agent may designate in writing to the CompanyBorrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Administrative Agent on the next Business Day. If All such payments shall be made in U.S. Dollars, in immediately available funds at the applicable place of payment, in each case without set-off or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower does not, or is unable for any reason to, effect payment of a Reimbursement Obligation owing to an Issuing Bank hereunder with respect to a Letter of Credit issued principal and interest on Loans denominated in a Specified an Agreed Foreign Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the in the Dollar Equivalent of such currency determined in accordance with Section 10.19Agreed Foreign Currency. 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, will promptly thereafter cause to be distributed like funds to 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. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all amounts then due and payable relating 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 7.7. In calculating the amount of Obligations owing each Lender other than for principal and or interest on Loans and Reimbursement Obligations and fees under Section 3.1, and (1) Borrower has not in fact made the corresponding payment to Administrative Agent; (2) Administrative Agent shall only be required 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 include repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such other Obligations that Lenders have certified Secured 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 writing are due to such Lendersaccordance with banking industry rules on interbank compensation.

Place and Application of Payments. (a) All payments of principal of and interest on the Loans, Reimbursement and of all other Obligations and all fees and other amounts payable by any Credit Party the 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 the Borrower to the Administrative Agent by no later than 2:00 p.m. (orPittsburgh, in the case of any 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds Pennsylvania time) on the due date thereof no later than 2:00 p.m. at the office of the Administrative Agent in the applicable Administrative Agent’s Account Pittsburgh, Pennsylvania (or such other location as the Administrative Agent may designate in writing to the CompanyBorrower), for the benefit of the Lender(s) entitled thereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Administrative Agent 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 a Specified Currency in All such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment payments shall be made to in U.S. Dollars, in immediately available funds at the Lenders place of payment, in the Dollar Equivalent of such currency determined in accordance with Section 10.19each case without set-off or counterclaim. 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, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each Lender owed an Obligation for which case to be applied in accordance with the terms of this Agreement; provided, that if the Administrative Agent does not distribute such funds to the Lenders on the date the Administrative Agent receives (or is deemed to receive) payment from the Borrower, the Administrative Agent shall promptly thereafter distribute such funds together with interest thereon in respect of each day during the period commencing on the date such payment from the Borrower was received, pro rata based on the respective amounts of such type of Obligation then owing to each Lender. (b) If any payment received by the Administrative Agent (or the date the Administrative Agent was deemed to receive such payment) and ending on (but excluding) the date the Administrative Agent distributes such funds to the Lenders, at a rate per annum equal to the Federal Funds Rate for each such day; provided, further, that the Borrower’s payment obligations shall be satisfied upon and to the extent of the payment being made in the first and third sentences of this Section 3.1, without regard to any action or inaction by the Administrative Agent with respect to the proceeds of any such payment. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such ▇▇▇▇▇▇ is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all payments under or in respect of the Guaranties received, in each instance, by the Administrative Agent or any Credit Document is insufficient to pay in full all amounts then due and payable of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (a) first, to the Lenders under the Credit Documents, such payment shall be distributed of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and applied in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders in the order set forth in Section 7.7. In calculating the amount of Obligations owing each Lender other than to reimburse them 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 payments theretofore made to the Administrative Agent Agent); (b) second, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in writing are due accordance with the aggregate unpaid amounts owing to such Lenderseach holder thereof; (c) third, to the payment of principal on the Loans and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and the Guarantors evidenced by the Loan Documents and Bank Product Obligations to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (e) finally, to the Borrower or whoever else may be lawfully entitled thereto.

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 2.16Bank), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds on the due date thereof 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 CompanyBorrower 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 owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Lenders in the Dollar Equivalent of such currency determined in accordance 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 amounts Obligations 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 7.78.7. 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 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 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 2.16)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. P.M. in the applicable Administrative Agent’s Account or such other location as the Administrative Agent may designate in writing to the CompanyBorrower, and (ii) in the case of payments in any Alternative Currency, no later than 11:00 A.M. (at the office of the applicable Administrative Agent’s Account for payments in such Alternative 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 owing to an Issuing Bank with respect to a Letter of Credit issued the Lenders in a Specified Currency in such Specified the applicable Alternative Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified such Alternative Currency, the Lenders may, at their option, require such payment shall to be made to the Lenders in the Dollar Equivalent of such currency Alternative Currency determined in accordance with Section 10.19. With respect to any amount due and payable in any 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 between the date such payment became due and the date of payment thereof (other than losses incurred by any Lender due to the gross negligence or willful misconduct of such Lender). 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 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. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all 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 7.7. 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 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 2.16)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 thereof, 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 CompanyBorrower. 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 owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Lenders in the Dollar Equivalent of such currency determined in accordance 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 in like funds to 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. (b) If any payment received by the Administrative Agent under any Credit Document is insufficient to pay in full all 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 7.7. 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.

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 the 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 the Borrower to the Administrative Agent by no later than 12:00 Noon (or, in the case of any 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 2.16), for the benefit of the Lenders and the Issuing Banks entitled to such payments, in immediately available funds Chicago time) on the due date thereof no later than 2:00 p.m. at the office of the Administrative Agent in the applicable Administrative Agent’s Account Chicago, Illinois (or such other location as the Administrative Agent may designate in writing to the CompanyBorrower) for the benefit of the Lender or Lenders entitled thereto. Any payments received by the Administrative Agent from any Credit Party after the such time specified in the preceding sentence shall be deemed to have been received by the Administrative Agent 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 a Specified Currency in All such Specified Currency or if the applicable Borrower shall default in the payment when due of any payment in a Specified Currency, such payment payments shall be made to in U.S. Dollars, in each case without set-off or counterclaim and shall be deemed paid by the Lenders in Borrower upon receipt by the Dollar Equivalent Administrative Agent of such currency determined amount in accordance with Section 10.19immediately available funds at the place of payment. 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, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each Lender owed an Obligation for which such payment was receivedcase to be applied in accordance with the terms of this Agreement. Anything contained herein to the contrary notwithstanding, pro rata based on all payments and collections received in respect of the respective amounts of such type of Obligation then owing to each Lender. (b) If any payment received Obligations by the Administrative Agent under or any Credit Document is insufficient to pay in full all amounts then due of the Lenders after the occurrence and payable during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (a) first, to the Lenders payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor in protecting, preserving or enforcing rights under the Credit Loan Documents, and in any event all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such payment shall funds to be distributed retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and applied expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (b) second, to the payment of principal and interest on the Swing Note until paid in full; (c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of principal on the Notes, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent and the Lenders in the order set forth in as collateral security for any outstanding L/C Obligations pursuant to Section 7.7. 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, 8.4 hereof (until the Administrative Agent shall only be required to include such other Obligations that Lenders have certified is holding an amount of cash equal to the Administrative Agent then outstanding amount of all such L/C Obligations), the aggregate amount paid to, or held as collateral security for, the Lenders to be allocated pro rata in writing are due accordance with the aggregate unpaid amounts owing to such Lenderseach holder thereof; (e) fifth, to the payment of all other unpaid Obligations to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (f) sixth, to the Borrower or whoever else may be lawfully entitled thereto.