Common use of Place and Application of Payments Clause in Contracts

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ch payment is due and payable. Payments received by the Agent after 12:00 noon (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any Lender). Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless the Company otherwise directs, principal payments of the Notes shall be first applied to the Domestic Rate Portion until payment in full thereof, with any balance applied to the relevant LIBOR Portions in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders after the occurrence 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 Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Company has agreed to pay to the Agent under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent): (b) second, to the payment of any outstanding interest or other fees due under the Notes and the other Loan Documents, in each case other than for principal, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each: (c) third, to the payment of the principal of the Notes ratably among the Lenders in accordance with the then respective aggregate unpaid principal balances of their Loans: (d) fourth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Company owing to each of them and secured by the Loan Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Company or whoever else may be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇▇ ▇▇ch r at such other place as the Agent may specify) on the date any such payment is due and payable. Payments received by the Agent after 12:00 noon 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any Lender). Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless the Company otherwise directs, principal Principal payments of (including prepayments) on the Notes shall first be first applied to the Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral receivedObligations, in each instance, by the Agent or any of the Lenders 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 incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay to the Agent under Section 11.5 11.4 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes and this Agreement or any of the other Loan Documents, in each case Documents other than for principal, ratably pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each:; (c) third, to the payment of the principal of the Notes ratably Notes, pro rata as among the Lenders in accordance accord with the then respective aggregate unpaid principal balances of their Loans:the Notes; (d) fourth, to the Agent and the Lenders ratably pro rata in accordance accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to each of them and secured by the Loan Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Company or to whoever else may the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇▇ ▇▇ch r at such other place as the Agent may specify) on the date any such payment is due and payable. Payments received by the Agent after 12:00 noon 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any Lender). Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless the Company otherwise directs, principal Principal payments of (including prepayments) on the Notes shall first be first applied to the Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral receivedObligations, in each instance, by the Agent or any of the Lenders 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 incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay to the Agent under Section 11.5 11.4 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent): (b) ); second, to the payment of any outstanding interest or other fees or amounts due under the Notes and this Agreement or any of the other Loan Documents, in each case Documents other than for principal, ratably pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each: (c) ; third, to the payment of the principal of the Notes ratably and any liabilities in respect of unpaid drawings under the Letters of Credit, pro rata as among the Lenders in accordance accord with the then respective aggregate unpaid principal balances of their Loans: (d) the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of Credit; fourth, to the Agent, to be held as collateral security for any undrawn Letters of Credit, until the Agent is holding an amount of cash equal to the then outstanding amount of all Letters of Credit; fifth, to the Agent and the Lenders ratably pro rata in accordance accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to each of them and secured by the Loan Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifthand sixth, to the Company or to whoever else may the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable to the Agent or the Lenders hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe StreetBank of America, ChicagoN.A., Illinois (or at such other place as ▇▇▇ ▇▇ABA No. 1110000012, Bank of America Account, Account No. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Reference Lazy Days R.V. (or at such other place as the Agent may specify) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ch on the date any such payment is due and payable. Payments received by the Agent after 12:00 noon 11:00 a.m. (Chicago New York, New York time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any Lender)counterclaim. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless So long as no Event of Default then exists, (i) all payments received by the Agent in respect of the Obligations that are designated by the Company otherwise directs, at the time of payment as principal payments of the Notes for specified Floor Plan Units shall be first applied to the Domestic Rate Portion until principal amounts outstanding in respect of those Floor Plan Units, (ii) all payments received by the Agent in respect of the Obligations that are designated by the Company at the time of payment in full thereof, with any balance as interest payments shall be applied to the relevant LIBOR Portions applicable interest invoice specified by the Company when it remits those payments to the Agent, and (iii) all payments of fees, costs, and other amounts received by the Agent in respect of the Obligations shall be applied in the order manner specified by the Company when it remits those payments to the Agent. If the Company fails to indicate the manner in which their Interest Periods expirea particular payment should be applied at the time of payment, the Agent may apply those amounts as it determines in its reasonable discretion. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders from the Collateral Agent 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 incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the Loan other Financing Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay to the Agent under Section 11.5 hereof 15.1 (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (b) second, to the payment of any outstanding interest or other and fees due under the Notes and the other Loan Documents, in each case this Agreement other than for principal, ratably pro rata as among the Agent and the Lenders in accord accordance with the amount of such interest and other fees or amounts owing each:; (c) third, to the payment of the outstanding principal of the Notes ratably then due under Section 8.2 pro rata as among the Lenders in accordance with the then respective aggregate unpaid principal balances of their Loans:such Notes; (d) fourth, to the payment of the principal amount of any Loans made by the Agent and the Lenders ratably pursuant to Section 1.2(b) and for which Settlement has not been made pursuant to Section 8.6 pro rata as among the Agent and the Lenders in accordance with the amount of such principal owing to each; (e) fifth, to the payment of the outstanding principal of the Notes pro rata as among the Lenders in accordance with the respective unpaid principal balances of such Notes; and (f) sixth, to the Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to each of them hereunder and secured by under the Loan Documents Notes unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; . If an Event of Default has occurred and is continuing, all payments received by the Lenders or the Agent shall be remitted to the Collateral Agent for application pursuant to the Collateral Agency Agreement. Notwithstanding the foregoing, (i) a Lender that has failed to make any required Settlement payment to any other Lender pursuant to Section 8.6 shall not be entitled to receive any distributions under this Section 8.5 until such Settlement payment obligation has been satisfied in full, and (ii) all payments received by the Agent pursuant to any Eligible Repurchase Agreement shall be applied first to repay in full the outstanding principal of the relevant Borrowing owed to Bank of America, N.A. and second pro rata to repay in full the outstanding principal amount of such Borrowing owed to the other Lenders. The Company acknowledges and agrees that the Agent, for the benefit of the Lenders (and (e) fifth, on a pari passu basis, the lenders under the WF Credit Facilities, to the Company or whoever else may be lawfully entitled theretoextent provided in the Intercreditor Agreement), has and is hereby granted a Lien on the Operating Account and the Participation Account as collateral for the Obligations.

Place and Application of Payments. All payments of principal, interest, fees fees, and all other Obligations payable to the Agent or the Lenders hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe StreetBank of America, ChicagoN.A., Illinois (or at such other place as ▇▇▇ ▇▇▇ABA No. 1110000012, Bank of America Account, Account No. 3▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Reference Lazy Days R.V. (or at such other place as the Agent may specify) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ch on the date any such payment is due and payable. Payments received by the Agent after 12:00 noon 11:00 a.m. (Chicago New York, New York time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any Lender)counterclaim. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless So long as no Event of Default then exists, (a) all payments received by the Agent in respect of the Obligations that are designated by the Company otherwise directs, at the time of payment as principal payments of the Notes for specified Floor Plan Units shall be first applied to the Domestic Rate Portion until principal amounts outstanding in respect of those Floor Plan Units, (b) all payments received by the Agent in respect of Obligations that are designated by the Company at the time of payment in full thereof, with any balance as principal payments for the Revolving Loans shall be applied to the relevant LIBOR Portions principal amount outstanding in respect of the Revolving Loans, (c) all payments received by the Agent in respect of the Obligations that are designated by the Company at the time of payment as interest payments shall be applied to the applicable interest invoice specified by the Company when it remits those payments to the Agent, and (d) all payments of fees, costs, and other amounts received by the Agent in respect of the Obligations shall be applied in the order manner specified by the Company when it remits those payments to the Agent. If the Company fails to indicate the manner in which their Interest Periods expirea particular payment should be applied at the time of payment, the Agent may apply those amounts as it determines in its reasonable discretion. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders from the Collateral Agent after the occurrence and during the continuation of an Event of Default shall be remitted to the Agent and distributed as follows: (ai) first, to the payment of any outstanding costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving preserving, or enforcing the Liens on -8- the Collateral or by the Agent Collateral, and in protecting, preserving preserving, or enforcing rights under this Agreement or any of the Loan other Financing Documents, and in any event including all costs and expenses of a character which that the Company has agreed to pay to the Agent under Section 11.5 hereof 15.1 (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such those costs and expenses by the Lenders, in which event such those amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (bii) second, to the payment of any outstanding interest or other fees due under the Notes and the other Loan Documentsthis Agreement, in each case other than for principal, ratably pro rata as among the Agent and the Lenders in accord accordance with the amount of such fees owing each; (iii) third, to the Agent to be held by the Agent as cash collateral in an amount up to 105% of the Letter of Credit Usage; (iv) fourth, to the payment of any outstanding interest due under this Agreement on the Revolving Notes, pro rata as among the Agent and the Lenders in accordance with the amount of such interest and other fees or amounts owing each:; (cv) thirdfifth, to the payment of any outstanding interest due under this Agreement on the Floor Plan Notes, pro rata as among the Agent and the Lenders in accordance with the amount of such interest owing each; (vi) sixth, to the payment of the outstanding principal of the Notes ratably Revolving Notes, pro rata as among the Lenders in accordance with the then respective aggregate unpaid principal balances of their Loans:the Revolving Notes; (dvii) fourthseventh, to the payment of the outstanding principal of the Floor Plan Notes then due under Section 8.2 pro rata as among the Lenders in accordance with the then respective unpaid principal balances of such Notes; (viii) eighth, to the payment of the principal amount of any Floor Plan Loans made by the Agent and the Lenders pursuant to Section 1.1(b) and for which Settlement has not been made pursuant to Section 8.6 pro rata as among the Agent and the Lenders in accordance with the amount of such principal owing to each; (ix) ninth, to the payment of the outstanding principal of the Floor Plan Notes pro rata as among the Lenders in accordance with the respective unpaid principal balances of such Notes; and (x) tenth, to the Agent and the Lenders ratably pro rata in accordance with the amounts of any other indebtedness, obligations obligations, or liabilities of the Company owing to each of them hereunder and secured by under the Loan Documents Notes unless and until all such indebtedness, obligations obligations, and liabilities have been fully paid and satisfied; and (e) fifth. If an Event of Default has occurred and is continuing, all payments received by the Lenders or the Agent shall be remitted to the Collateral Agent for application pursuant to the Collateral Agency Agreement. Notwithstanding the foregoing, (A) a Lender that has failed to make any required Settlement payment to any other Lender pursuant to Section 8.6 shall not be entitled to receive any distributions under this Section 8.5 until such Settlement payment obligation has been satisfied in full, and (B) all payments received by the Agent pursuant to any Eligible Repurchase Agreement shall be applied first to repay in full the outstanding principal of the relevant Borrowing owed to Bank of America, N.A. and second pro rata to repay in full the outstanding principal amount of such Borrowing owed to the other Lenders. The Company or whoever else may be lawfully entitled theretoacknowledges and agrees that the Agent, for the benefit of the Lenders, has and is hereby granted a Lien on the Operating Account as collateral for the Obligations.

Place and Application of Payments. All payments of principal, interest, fees fees, and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Agent Bank at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as 1▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ch (or at such other place as Bank may specify) no later than 1:00 p.m. on the date any such payment is due and payablepayable (unless such date is not a Business Day, in which case such payment shall be made on the next succeeding Business Day pursuant to Section 9.2). Payments received by the Agent Bank after 12:00 noon (Chicago time) 1:00 p.m. shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off setoff or counterclaim and without reduction for, and free from, any and all present or 726721136.8 18564250 future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions restrictions, and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any LenderBank). Except as herein provided, all All payments shall be received applied (i) first, towards payment of interest and fees then due hereunder and under the other Loan Documents, and (ii) second, towards payment of principal and all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and its Subsidiaries secured by the Agent for Loan Documents (including, without limitation, Hedging Liability and Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the ratable account of the Lenders and shall be promptly distributed by the Agent ratably aggregate unpaid amounts owing to the Lenderseach holder thereof. Unless the Company Borrower otherwise directs, principal payments of the Notes shall be applied first applied to the Domestic relevant Base Rate Portion portion until payment in full thereof, with any balance applied to the relevant LIBOR Portions Eurodollar portions in the order in which their Interest Periods expire. Anything contained herein The Borrower hereby irrevocably authorizes Bank to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Agent or (a) charge from time to time any of the Lenders 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 incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Company has agreed to pay to the Agent under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent): Borrower’s deposit accounts with Bank and/or (b) second, make Revolving Loans from time to time hereunder (and any such Revolving Loan may be made by Bank hereunder without regard to the payment provisions of any outstanding interest or other fees due under the Notes and the other Loan DocumentsSection 4 hereof), in each case other than for principalpayment of any Obligation then due and payable (whether such Obligation is for interest then due on a Loan, ratably as among the Agent a Reimbursement Obligation or otherwise); provided that Bank shall not be under any obligation to charge any such deposit account or make any such Revolving Loan under this Section, and the Lenders in accord with the amount of such interest and other fees or amounts owing each: (c) third, Bank shall incur no liability to the payment of the principal of the Notes ratably among the Lenders in accordance with the then respective aggregate unpaid principal balances of their Loans: (d) fourth, to the Agent and the Lenders ratably in accordance with the amounts of Borrower or any other indebtedness, obligations or liabilities of the Company owing Person for its failure to each of them and secured by the Loan Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Company or whoever else may be lawfully entitled theretodo so.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ch (or at such other place as the Agent may specify) on the date any such payment is due and payable. Payments received by the Agent after 12:00 noon (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any the Lender). Payments received by the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless the Company Borrower otherwise directsdirects or this Agreement otherwise requires, principal payments on any particular class of the Notes shall be first applied to the Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Any amount paid or prepaid on the Revolving Credit Notes or Swing Line Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on the Term Notes may be reborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Loans and other Obligations and all proceeds of or the Collateral received, in each instance, Hedging Liability by the Agent or any of the Lenders 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 incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents, Documents and in any event including all costs and expenses of a character which the Company Borrower has agreed to pay to the Agent under Section 11.5 12.4 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes and the other Loan Documents, in each case Documents other than for principalprincipal of the Loans and L/C Obligations, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts Obligations owing each:; (c) third, to the payment of the principal of the Notes ratably Swing Loans; (d) fourth, to the payment of the principal of the other Loans and any liabilities in respect of Reimbursement Obligations and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), and Hedging Liability, the aggregate amount paid to or held as collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance accord with the then respective aggregate unpaid principal balances of their such Loans:, the amount of L/C Obligations, and the amount of Hedging Liability; (de) fourthfifth, to the Agent and the Lenders ratably in accordance accord with the amounts of any other indebtedness, obligations or liabilities of the Company Obligations owing to each of them and secured by the Loan Documents unless and until all such indebtedness, obligations and liabilities Obligations have been fully paid and satisfied; and (ef) fifthsixth, to the Company Borrower or to whoever else may the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇(▇▇ ▇▇ch at such other place as the Agent may specify) on the date any such payment is due and payable. Payments received by the Agent after 12:00 noon (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any the Lender). Payments received by the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless the Company Borrower otherwise directsdirects or this Agreement otherwise requires, principal payments on any particular class of the Notes shall be first applied to the Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Any amount paid or prepaid on the Revolving Credit Notes or Swing Line Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on the Term Notes may be reborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Loans and other Obligations and all proceeds of or the Collateral received, in each instance, Hedging Liability by the Agent or any of the Lenders 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 incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents, Documents and in any event including all costs and expenses of a character which the Company Borrower has agreed to pay to the Agent under Section 11.5 12.4 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes and the other Loan Documents, in each case Documents other than for principalprincipal of the Loans and L/C Obligations, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts Obligations owing each:; (c) third, to the payment of the principal of the Notes ratably Swing Loans; (d) fourth, to the payment of the principal of the other Loans and any liabilities in respect of Reimbursement Obligations and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), the aggregate amount paid to or held as collateral security for the Lenders to be allocated pro rata as among the Lenders in accordance accord with the then respective aggregate unpaid principal balances of their Loans:such Loans and the L/C Obligations; (de) fourthfifth, to the Agent and Agent, the Lenders ratably in accordance accord with the amounts of any other indebtedness, obligations or liabilities of Obligations and the Company Hedging Liability owing to each of them and secured by (including their Affiliates in the Loan Documents case of Hedging Liability) unless and until all such indebtedness, obligations Obligations and liabilities the Hedging Liability have been fully paid and satisfied; and (ef) fifthsixth, to the Company Borrower or to whoever else may the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents amounts shall be made to the Agent at its office located at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ch payment is due (or at such other place as the Agent may specify) in immediately available and payablefreely transferable funds at the place of payment. All such payments shall be made without setoff or counterclaim and without reduction for, and free from, any and all present or future taxes (except for income or franchise taxes as set forth in Section 10.1(a) hereof), levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or political subdivision or taxing authority thereof. Payments received by the Agent after 12:00 noon 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any Lender). Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders Lenders, and shall be promptly distributed by the Agent ratably to the LendersLenders in accordance with their Percentages. Unless No amount paid or prepaid on the Company otherwise directs, principal payments of the Notes shall Term Loans may be first applied to the Domestic Rate Portion until payment in full thereof, with any balance applied to the relevant LIBOR Portions in the order in which their Interest Periods expirereborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Term Loans and other Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders after the occurrence and during the continuation continuance of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all reasonable costs and expenses of a character which the Company has Borrowers have agreed to pay to the Agent under Section 11.5 10.5 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes and this Agreement or any of the other Loan Documents, in each case Documents other than for principalprincipal of the Term Loans, ratably pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts Obligations owing each:; (c) thirdfourth, to the payment of the principal of the Notes ratably Term Loans, pro rata as among the Lenders in accordance accord with the respective amounts thereof owing (whether or not then respective aggregate unpaid principal balances of their Loans:due) to the Lenders; and (d) fourth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Company owing to each of them and secured by the Loan Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to Hub Holdings on behalf of the Company Borrowers (each Borrower hereby agreeing that is recourse for its share of such payment shall be to Hub Holdings and not the Agent or any Lender) or to whoever else may the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ch uch payment is due and payable. Payments received by the Agent after 12:00 noon (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any the Lender). Payments received by the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless the Company Borrower otherwise directsdirects or this Agreement otherwise requires, principal payments on any particular class of the Notes shall be first applied to the Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Any amount paid or prepaid on the Revolving Credit Notes or Swing Line Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on the Term Notes may be reborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations Loans and all proceeds of other Obligations, the Collateral received, in each instance, Hedging Liability or the Funds Transfer and Deposit Account Liability by the Agent or any of the Lenders after acceleration or the occurrence and during final maturity of the continuation Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents, Documents and in any event including all costs and expenses of a character which the Company Borrower has agreed to pay to the Agent under Section 11.5 12.4 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes and the other Loan Documents, in each case Documents other than for principalprincipal of the Loans and L/C Obligations, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts Obligations owing each:; (c) third, to the payment of the principal of the Notes ratably Swing Loans; (d) fourth, to the payment of the principal of the other Loans and any liabilities in respect of Reimbursement Obligations and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), and Hedging Liability, the aggregate amount paid to or held as collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance accord with the then respective aggregate unpaid principal balances of their such Loans: (d) fourth, to the Agent amount of L/C Obligations, and the Lenders ratably in accordance with the amounts amount of any other indebtedness, obligations or liabilities of the Company owing to each of them and secured by the Loan Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; andHedging Liability; (e) fifth, to the Company payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and its Subsidiaries secured by the Loan Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (f) sixth, to the Borrower or to whoever else may the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents amounts shall be made to the Agent at its office located at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ch payment is due and payable. Payments received by (or at such other place as the Agent after 12:00 noon (Chicago timemay specify) shall be deemed received as in immediately available and freely transferable funds at the place of the opening of business on the next Business Daypayment. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxestaxes (except for income or franchise taxes as set forth in Section 11.1(a) hereof), levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured thereof. Payments received by the net income Agent after 11:00 a.m. (Chicago time) (or 12:00 noon (Chicago time) in the case of any Lender)payments on the Swing Loans) shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders Lenders, and shall be promptly distributed by the Agent ratably to the LendersLenders in accordance with their Percentages. Payments under Sections 2.7 and 2.9 hereof may be made by the Borrowers directly to the relevant Lender and payments of principal, interest and fees with respect to the Swing Line Notes and Swing Line Commitment shall be retained by ▇▇▇▇▇▇ for its own account (subject to the participations hereunder of the Lenders in such Loans). Unless the Company applicable Borrower otherwise directs, principal payments of the Notes on any Note shall be deemed first applied to the Domestic Rate Portion of such Note until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Note in the order in which their Interest Periods expire. All prepayments of the Term Loans (whether voluntary or required) shall be applied to the several installment maturities due on the Term Notes in the inverse order of their respective maturities. No amounts paid or prepaid on the Term Notes may be reborrowed. All payments on the Loans (whether voluntary or required) shall be accompanied by any amount due the Lenders under Section 2.9 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 2.9 shall preclude a later demand by the Lenders for any amount due them under Section 2.9 in respect of such payment. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Loans and other Obligations and all proceeds of or the Collateral received, in each instance, Hedging Liability by the Agent or any of the Lenders after the occurrence and during the continuation continuance of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all reasonable costs and expenses of a character which the Company has Borrowers have agreed to pay to the Agent under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent):); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes and this Agreement or any of the other Loan Documents, in each case Documents other than for principalprincipal of the Loans and L/C Obligations, ratably pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts Obligations owing each:; (c) third, to the payment of the principal of the Notes ratably among the Lenders in accordance with the then respective aggregate unpaid principal balances of their Swing Loans:; (d) fourth, to the Agent payment (or cash collateralization) of the principal of the other Loans, L/C Obligations and Hedging Liability, pro rata as among the Lenders ratably (and in accordance the case of Hedging Liability, their Affiliates) in accord with the respective amounts of any other indebtedness, obligations thereof owing (whether or liabilities of not then due) to the Company owing to each of them Lenders and secured by the Loan Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfiedAffiliates; and (e) fifth, to the Company Borrowers or to whoever else may the Agent reasonably determines to be lawfully entitled thereto. In the event that the amount of any Hedging Liability or L/C Obligations are not fixed and determined at the time any such payments or collections are received which are to be allocated thereto, the payments or collections so allocated shall be held by the Agent as collateral security until such Hedging Liability or L/C Obligations, as the case may be, are fixed and determined and then the same shall be applied to such Hedging Liability or L/C Obligations.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Agent at its office at 111 West Monroe Street, Chicago, Illinois (or at such other place as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇) ▇▇ , ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇(▇▇ ▇▇ch at such other place as the Agent may specify) on the date any such payment is due and payable. Payments received by the Agent after 12:00 noon (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions and or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of any the Lender). Payments received by the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders. Unless Mort▇▇ (▇▇ich is acting on behalf of the Company Borrowers pursuant to Section 1.6 hereof) otherwise directsdirects or this Agreement otherwise requires, principal payments on any particular class of the Notes shall be first applied to the Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Any amount paid or prepaid on the Revolving Credit Notes may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on the Term Notes may be reborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Loans and other Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders 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 incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on -8- the Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents, Documents and in any event including all costs and expenses of a character which the Company has Borrowers have agreed to pay to the Agent under Section 11.5 11.4 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent): ); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Notes and the other Loan Documents, in each case Documents other than for principalprincipal of the Loans and L/C Obligations, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts Obligations owing each: (c) third, to the payment of the principal of the Notes ratably among the Lenders in accordance with the then respective aggregate unpaid principal balances of their Loans: (d) fourth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Company owing to each of them and secured by the Loan Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Company or whoever else may be lawfully entitled thereto.;