Common use of Manner of Payment Clause in Contracts

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 4:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender the Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, Revolving Commitment Fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders entitled to such payment or the Administrative Agent, as the case may be, in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Notwithstanding the foregoing clause (a), if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 2.16(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants' commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and the Lendersany amount payable to any Lender under Section 5.9, 5.10, 5.11, 5.12 or any of them, hereunder or under the Notes or any other Loan Document; and (iv) 14.2 shall be paid to the payment Administrative Agent for the account of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants' commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and the Lendersany amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or any of them, hereunder or under the Notes or any other Loan Document; and (iv) 14.2 shall be paid to the payment Administrative Agent for the account of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, The Cash Bonus Pool for any prepayment) by fiscal year during the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes Term shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent determined after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lenderfiscal year. If the Administrative Agent shall not have received any payment from the Borrower as and when dueHowever, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent Executive shall fail be permitted to make distribution to any Lender as required under this Section 2.8draw during each fiscal year, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principalon a quarterly basis, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration against his anticipated allocation of the Loans under Section 8.2 hereofCash Bonus Pool for such year, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: as follows: (i) to Following each fiscal quarter, the payment on Corporation shall determine a pro rata basis pro-rated Cash Bonus Pool amount for the period from the beginning of any fees or expenses then due the fiscal year through the end of such fiscal quarter, calculated as set forth in clauses (x), (y) and payable to the Administrative Agent or expenses then due and payable to the Lenders; (iiz) to the payment of interest then due and payable on the Loans on a pro rata basis and Section 6(a) hereof. For purposes of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent such determination, Target EBITDA, Incentive EBITDA, Adjusted Incentive EBITDA and the Lenders, or any amount described under subclause (II) of them, hereunder or under the Notes or any other Loan Document; and said clause (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and feesz), if any, shall be prorated for the relevant year-to-date period. (ii) The Executive shall be permitted to draw up to two-thirds of his allocated amount of the pro-rated Cash Bonus Pool, less the amount of all prior draws for the same fiscal year. (iii) Following the end of the fiscal year, the Corporation shall determine whether the amount of the Cash Bonus Pool allocable to the Executive exceeds or is less than the Executive's draws under the pro-rated Cash Bonus Pool for such fiscal year. (iv) If the allocated amount of the Cash Bonus Pool to which the Executive is entitled exceeds the amount of the Executive's draws for the fiscal year, the Corporation shall pay the difference to the participant not later than ninety (90) after the end of the fiscal year. If the allocated amount of the Cash Bonus Pool to which the Executive is entitled is less than the amount of the Executive's draws for the fiscal year, the Executive shall repay the difference to the Corporation within one hundred twenty (120) days after the Corporation informs the Executive in connection writing of the deficiency, with a calculation thereof in reasonable detail. The amount required to be repaid shall bear interest at the applicable federal rate from the date of the respective draw(s) until repayment. If the Executive shall dispute the amount of the deficiency, the Executive shall inform the Corporation in writing of such paymentdispute on or before the date payment of the deficiency is otherwise due, shall provide the Corporation with a statement of the basis for the dispute in reasonable detail and shall pay to the Corporation any undisputed amount thereof on or prior to the aforesaid payment date. Thereafter, the Executive and the Corporation shall in good faith attempt to resolve the dispute, but if the dispute cannot be resolved prior to the expiration of thirty (30) days from the aforesaid payment date, the dispute shall be submitted to arbitration in accordance with the procedures set forth in Section 25. (v) The Executive's repayment obligations under the preceding clause (iv) of this Section 6(b) shall be secured by all unexercised options, vested or unvested, to acquire capital stock of the Corporation granted by the Corporation to the Executive.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and the Lendersany amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or any of them, hereunder or under the Notes or any other Loan Document; and (iv) 14.2 shall be paid to the payment Administrative Agent for the account of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each Except as otherwise expressly provided herein, each payment (including, without limitation, any prepayment) by the a Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, and shall be made without any setoff, counterclaim or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsdeduction whatsoever. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute to each such amounts Lender at its address for notices set forth herein its Pro Rata Share in respect of the following order relevant facility (or other applicable share as provided herein) of priority, all on a pro rata basis such payment and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent on account of the principal of or expenses then due and interest on the Swingline Loans or of any fee, commission or other amounts payable to the Lenders; (ii) to Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and of any Issuing Bank’s fees shall be made in like manner, but for the Lenders, or any account of them, hereunder or under the Notes or any other Loan Document; and (iv) such Issuing Bank. Each payment to the payment Administrative Agent of principal then due Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable on to any Lender under Sections 2.07.3, 2.10, 2.11 or 10.08 shall be paid to the Loans on a pro rata basis. (d) Administrative Agent for the account of the applicable Lender. Subject to any contrary provisions in the definition definitions of Interest PeriodPeriod and Interest Payment Date, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 2.14.1(b).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the LendersBanks, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 14.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including without limitation the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York p.m.(Philadelphia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars (except with respect to Alternate Currency Loans, as to which payments will be made in the currency in which such Alternate Currency Loan was made) in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m.(Philadelphia time) on such day shall be deemed a payment on such date for the purposes of Section 11.1 hereof, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m.(Philadelphia time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof4.6, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsSection 4.7, the Administrative Agent Section 4.8, Section 4.9 or Section 13.2 hereof shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii) hereof, if any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 8.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.11, 10.3 or 10.4(d) shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 4.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) All payments to be made by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New Yorkwithout condition or deduction for any counterclaim, New York time) on defense, recoupment or setoff. Except as otherwise expressly provided, the date specified for Borrower shall make each payment under this Agreement the Loan Documents to the Administrative Agent Agent, in Dollars and in immediately available funds at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lenders entitled to such payment, by depositing such payment in immediately available fundsthe Agent’s Account not later than 11:00 a.m. on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 p.m. (New York, New York time) 11:00 a.m. on any Business Day shall be deemed received on the next succeeding Business Day. Receipt by Not later than 12:00 Noon on the Administrative day such payment is made, the Agent of any payment intended for any Lender or Lenders hereunder prior shall deliver to 1:00 p.m. (New Yorkeach Lender, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a the Lender’s Applicable Lending Office, in Dollars and in immediately available funds, such Lender’s share of the payment so made. Delivery shall be made in accordance with the written instructions satisfactory to the Agent from time to time given to the Agent by each Lender. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the 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 Agent forthwith on demand the amount so distributed to such Lender, the Administrative Agent will promptlyin immediately available funds with interest thereon, but no later than the close of business on for each day from and including the date such amount is distributed to it to but excluding the date of payment is deemed receivedto the Agent, thereafter distribute at the amount so received greater of the Federal Funds Rate and a rate determined by the Agent in like funds to such Lender. accordance with banking industry rules on interbank compensation. (c) If the Administrative Agent shall not have received fail to deliver to any other Lender Party its share of any payment received from the Borrower as and when duerequired by Section 2.9(a), the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail pay to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date its share of such payment was due until paid together with interest on such amount at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due for each day from the Borrower are received by date such amount was required to be paid to such Lender until the Administrative date the Agent with respect pays such amount to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLender. (d) Subject to Sections 2.10 and 7.3, all payments made by the Borrower under the Loan Documents shall be applied to the Obligations as the Borrower may direct; provided that if the Borrower does not provide any contrary provisions in such direction to the definition of Interest PeriodAgent, if all amounts paid or received shall be applied, subject to Section 2.10, as the Agent may reasonably deem appropriate. (e) Whenever any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be stated to be due on a day which that is not a Business Day, it such payment shall instead by made on the next succeeding Business Day (subject to accrual of interest and fees for the period of extension), except that, in the case of Euro-Dollar Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including any Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Payment of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars and in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall promptly distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or Lenders’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentLenders, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made in like manner but for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof6.8, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations6.9, the Administrative Agent 6.10, 6.11 or 15.11 shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to in like manner but for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 6.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be deemed made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. (b) Prior to the occurrence and continuance of an Event of Default, the Administrative Agent shall apply payments received or collected from any Borrower or any other Credit Party or for the account of any Borrower or any other Credit Party (including the monetary proceeds of collections or of realization upon any Collateral) as follows: first, to the payment in full of any fees, indemnities or expense reimbursements then due to the Administrative Agent from any Borrower or any other Credit Party; second, ratably, to the payment in full of any fees, indemnities, or expense reimbursements then due to the Lenders and the Issuing Lender from any Borrower or any other Credit Party, other than fees, indemnities and expenses reimbursements incurred solely in connection with any Bank Products; third, ratably, to the payment in full of interest due in respect of any Loans (and including any Agent Advances) and L/C Obligations; fourth, to the payment in full of principal in respect of Agent Advances; fifth, to the payment in full of principal in respect of the Swingline Loans; sixth, ratably, to the payment in full of principal in respect of the Revolving Credit Loans and to pay Obligations then due arising under or pursuant to any Bank Products of a Borrower or another Credit Party with a Bank Product Provider (up to the amount of any then effective Reserve established in respect of such Obligations); and seventh, to pay or prepay any other Obligations, whether or not then due, in such order and manner as the Administrative Borrower requests so long as no Event of Default exists or has occurred and is continuing, otherwise as the Administrative Agent directs and for the Administrative Agent to hold as cash collateral in respect of the L/C Obligations. (c) Notwithstanding anything in this Agreement or any other Loan Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, the Administrative Agent shall apply payments received or collected from any Borrower or any other Credit Party or for the account of any Borrower or any other Credit Party (including the monetary proceeds of collections or of realization upon any Collateral) as follows: first, to the payment in full of any fees, indemnities or expense reimbursements then due to the Administrative Agent from any Borrower or any other Credit Party; second, ratably, to the payment in full of any fees, indemnities, or expense reimbursements then due to the Lenders and the Issuing Lender from any Borrower or any other Credit Party, other than fees, indemnities and expenses reimbursements incurred solely in connection with any Bank Products; third, ratably, to the payment in full of interest due in respect of any Revolving Credit Loans, Swingline Loans, Agent Advances and L/C Obligations; fourth, to the payment in full of principal in respect of Agent Advances; fifth, to the payment in full of principal in respect of the Swingline Loans; sixth, ratably, to the payment in full of principal in respect of the Revolving Credit Loans and to pay or prepay Obligations then due arising under or pursuant to any Bank Products of a Borrower or another Credit Party with a Bank Product Provider (up to the amount of any then effective Reserve established in respect of such Obligations); seventh, to the payment in full of cash collateral in respect of the L/C Obligations until the aggregate amount thereof equals one hundred five (105%) percent of the aggregate undrawn amount of all then outstanding Letters of Credit through the end of the latest expiration date of such Letters of Credit plus the amount of any other contingent Obligations (but not including for this purpose any Obligations arising under or pursuant to any Bank Products); and eighth, to pay or prepay any other Obligations whether or not then due, in such order and manner as the Administrative Agent determines.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. 12:00 noon (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent Lender at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may beLender's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Without waiving any other rights or recourse that the Borrower may otherwise have against any Lender for such Lender's breach of its obligations hereunder, the Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) If some but less than all amounts due from the Borrower are received by the Administrative Lender, the Administrative Lender shall apply such amounts in the following order of priority: (i) to the payment of the Administrative Lender's reasonable expenses incurred on behalf of the Lenders then due and payable, if any; (ii) to the payment of all other fees then due and payable; (iii) to the payment of interest then due and payable on the Advances; (iv) to the payment of all other amounts not otherwise referred to in this clause (d) then due and payable under the Loan Documents; and (v) to the payment of principal then due and payable on the Advances. (e) Each payment by the Borrower in respect of obligations relating to the Revolving Credit Advances and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Lenders pro rata in accordance with their respective Specified Percentages. Each payment by the Borrower in respect of obligations relating to Swing Line Advances (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Swing Line Bank.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. 12:00 noon (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent Lender at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may beLender's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Without waiving any other rights or recourse that the Borrower may otherwise have against any Lender for such Lender's breach of its obligations hereunder, the Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) If some but less than all amounts due from the Borrower are received by the Administrative Lender, the Administrative Lender shall apply such amounts in the following order of priority: (i) to the payment of the Administrative Lender's expenses incurred on behalf of the Lenders then due and payable, if any; (ii) to the payment of all other fees then due and payable; (iii) to the payment of interest then due and payable on the Advances; (iv) to the payment of all other amounts not otherwise referred to in this clause (d) then due and payable under the Loan Documents; and (v) to the payment of principal then due and payable on the Advances. (e) Each payment by the Borrower in respect of obligations relating to the Facility A Advances, Facility B Advances and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Lenders pro rata in accordance with their respective Specified Percentages. Each payment by the Borrower in respect of obligations relating to Swing Line Advances (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Swing Line Bank. Notwithstanding anything in this Section 2.10(e) or any --------------- other provision of this Agreement or any other Loan Document to the contrary, any payment by the Borrower in respect of any Advances after acceleration of the Advances pursuant to Section 8.2 or any monies received by the Administrative ----------- Lender as a result of the exercise of remedies under any Loan Documents after acceleration of the Advances pursuant to Section 8.2 shall be distributed pro ----------- rata to each Lender based on the percentage that the outstanding Advances and Reimbursement Obligations owed to such Lender bears to the aggregate Advances and Reimbursement Obligations owed to all Lenders.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the The principal of or and premium, if any, and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes Bonds shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders payable in any coin or the Administrative Agent, as the case may be, in lawful money currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts (which shall be in immediately available funds), and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, such principal and premium, if any, and interest thereon shall be payable at the Principal Office of the Trustee, as Paying Agent. Any payment received Payment of interest on any Interest Payment Date on any Bond shall be made to the Owner thereof as of the close of business on the Record Date immediately prior thereto and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, shall be (i) made by check or draft of the Trustee, as Paying Agent, mailed on the Interest Payment Date to the Owner as of the close of business on the Record Date immediately preceding the Interest Payment Date, at the Owner’s address as it appears on the registration books of the Issuer kept by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on Trustee or at such other address as is furnished to the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt Trustee in writing by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no Owner not later than the close of business on the date Record Date for such payment is deemed receivedInterest Payment Date, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) transmitted by wire transfer to the account with a member of the Federal Reserve System located within the continental United States of America of any Owner which owns at least $1,000,000 in aggregate principal amount of the Bonds and which shall have provided wire transfer instructions to the Trustee prior to the close of business on such Record Date, but, in the case of interest payable in respect of a Flexible Segment, only upon presentation of such Bond (if such Bond is not a Book-Entry Bond) at the Principal Office of the Trustee for exchange or transfer in accordance with the provisions hereof, except, in each case, that, if and to the extent that there shall be a default in the payment of the interest then due and payable on such Interest Payment Date, such defaulted interest shall be paid to the Owners in whose names any such Bonds are registered at the close of business on the Loans on a pro rata basis and fifth (5th) Business Day preceding the date of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to such defaulted interest. All payments will be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentimmediately available funds.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay principal, interest, fees and all other amounts due hereunder or under the Notes any other Loan Document without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes and levies (other than withholding taxes), except unless required by Applicable Law. If the Borrowers are required by Applicable Law to deduct any taxes other than Excluded Taxes (“Taxes”) from or in respect of any sum payable to the Lender hereunder, under any Note or under any other Loan Document: (i) the Borrowers shall increase the amount payable hereunder or thereunder, as provided applicable, to the extent necessary to provide that, after making all required deductions or withholdings for Taxes (including deductions applicable to additional sums payable under this Section 2.7(a)), the Lender receives an amount equal to the sum it would have received had no such deductions been made and sums payable under this Agreement shall be increased accordingly; (ii) the Borrowers shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrowers shall provide the Lender with evidence that such deducted amounts have been paid to the relevant taxing authority by delivery to the Lender on whose account such payment was made of the official tax receipts or copies of such receipts within thirty (30) days after payment for such tax or, to the extent such receipts are not available, such other evidence as may be reasonably satisfactory to the Lender. If the Borrowers fail to make any such payment when due, the Borrowers shall indemnify the Lender for any incremental Taxes, interest or penalties that may become payable by the Lender as a result of such failure. (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Entity in Section 10.3 hereofaccordance with Applicable Law. (c) Prior to The Borrowers shall indemnify the acceleration Lender, promptly after written demand therefore, for the full amount of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received any Taxes (including Other Taxes) paid by the Administrative Agent Lender, as the case may be, on or with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all any payment by or on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis account of any fees or expenses then due and payable to obligation of the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder Borrowers or under the Notes or any other Loan Document; Document (including Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7) and (iv) any penalties, interest and reasonable, documented, out-of-pocket expenses arising therefrom or with respect thereto, in each case whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment of principal then due and payable on or liability delivered to the Loans on a pro rata basis. (d) Subject to any contrary provisions in Borrowers by the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it Lender shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentconclusive absent manifest error.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans its Loans, fees, and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made not later than 1:00 p.m. 12:00 noon (New York, New York Eastern time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. 12:00 noon (New York, New York Eastern time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. In the event that the Administrative Agent does not promptly distribute such amounts, the Administrative Agent shall pay interest on such amounts to the Banks at the Overnight Federal Funds Rate until such amounts are distributed. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that Banks accordingly and the Administrative Agent shall fail not be obligated to make distribution to any Lender as required distributions under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate2.9. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever. (d) If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(d)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, such Bank shall designate a different lending office and shall take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of such Bank be otherwise disadvantageous to such Bank.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the any Borrower on account of the (except with respect to principal of or and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes on, Advances denominated in an Alternative Currency) shall be made not later than 1:00 p.m. (New York, New York time) City time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Each payment (including, without limitation, any prepayment) by any Borrower with respect to principal of and interest on, Advances denominated in an Alternative Currency shall be made not later than 1:00 p.m. New York City time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in such Alternative Currency in same day funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) City time shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders ▇▇▇▇▇▇▇ hereunder prior to 1:00 p.m. (New York, New York time) City time on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the relevant Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Each Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the any Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the (except with respect to principal of or and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes on, Advances denominated in an Alternative Currency) shall be made not later than 1:00 p.m. (New York, New York time) City time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Each payment (including, without limitation, any prepayment) by the Borrower with respect to principal of and interest on, Advances denominated in an Alternative Currency shall be made not later than 1:00 p.m. New York City time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in such Alternative Currency in same day funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) City time shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders ▇▇▇▇▇▇▇ hereunder prior to 1:00 p.m. (New York, New York time) City time on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof4.9, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsSection 4.10, the Administrative Agent Section 4.11 or Section 13.3 shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 3:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 4:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 4:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower Duratek on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lenders, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s OfficeAccount, for the account of the Lenders Lenders, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (New York time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Duratek as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In Only upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower Duratek agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letter, under any Notes or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofwhatsoever (other than any deductions or withholdings required by law on account of Taxes). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Duratek are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then due and payable owing to the Lenders; Administrative Agent on such date; (ii) second, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date. (iii) third, to the payment of fees and all other amounts not otherwise referred to of the accrued and unpaid interest and any premiums on the Obligations of Duratek under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the Lenders, or any ratably based upon the respective aggregate amounts of them, hereunder or under all such interest owing to the Notes or any other Loan Document; Administrative Agent and the Lenders on such date; (iv) fourth, ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lenders on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lenders on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); (v) fifth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (vi) sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a pro rata basiscourt of competent jurisdiction may direct. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lenders in accordance with such Lender’s pro rata share of the aggregate principal amount of the Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (e) Subject to any contrary provisions in the definition of “Interest Period, ,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from Duratek prior to the date on which any payment is due to any Lender hereunder that Duratek will not make such payment in full, the Administrative Agent may assume that Duratek has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Duratek shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including any Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its Commitment Percentage (except as specified below). Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Payment of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which that is not a Business Day, it shall be made on the next succeeding day that is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each Borrower shall make each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans hereunder and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made without deduction, setoff or counterclaim not later than 1:00 p.m. 11:00 A.M. (New York, New York timeLocal Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s OfficeAccount in the Principal Financial Center for the relevant Currency in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(d), 2.06, 2.08, 2.10 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the Lenders or payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Additional Commitment Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.01(c), and upon the Administrative Agent’s receipt of such Lender’s Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or Current Termination Date, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received make all payments hereunder and under any payment from Notes issued in connection therewith in respect of the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior assumed thereby to the acceleration Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the Loans under information contained therein in the Register pursuant to Section 8.2 hereof8.07(c), if some but less than all amounts due from and after the Borrower are received by the Administrative Agent with respect to the Obligationseffective date specified in such Assignment and Assumption, the Administrative Agent shall distribute such amounts make all payments hereunder and under the Notes in respect of the following order of priority, all on a pro rata basis interest assigned thereby to the Lenders: Lender assignee thereunder, and the parties to such Assignment and Assumption (iwhich shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to the payment on a pro rata basis such effective date directly between themselves. The making by any Borrower of any fees or expenses then due and payable payment to the Administrative Agent or expenses then due and payable for the account of any Lender as herein provided shall pro tanto discharge the relevant obligation of such Borrower to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basissuch Lender. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each Other Specified Currencies Payment of any amount payable on any Supplemental Obligation in a Required Currency other than U.S. dollars will be made by wire transfer of immediately available funds to such account as is maintained in such Required Currency at a bank or other financial institution acceptable to the Bank and the Trustees and as shall have been designated at least five Business Days prior to the applicable payment (including, without limitation, any prepayment) date by the Borrower Person entitled to receive such payment; provided that, in the case of any such payment due on account the Maturity shown therein of the principal or on any redemption date of such Supplemental Obligation (other than any payment of interest that first becomes due on an Interest Payment Date), subject to Section 6 below, this Security must be surrendered at the office or interest on agency of the Loans and Bank maintained for that purpose in The City of New York (or at any other amount owed office or agency maintained by the Bank for that purpose) in time for the Paying Agent to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes make such payment in such funds in accordance with its normal procedures. Such account designation shall be made not later than 1:00 p.m. (New York, New York time) on by transmitting the date specified for payment under this Agreement appropriate information to the Administrative Agent U.S. Trustee at the Administrative Agent’s its Corporate Trust Office, for ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, by mail, hand delivery, telecopier or in any other manner approved by the U.S. Trustee. Unless revoked, any such account of designation made with respect to any Supplemental Obligation by the Lenders or Holder hereof will remain in effect with respect to any further payments with respect to such Supplemental Obligation payable to such Holder. If a payment in a Required Currency other than U.S. dollars with respect to any Supplemental Obligation cannot be made by wire transfer because the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment required account designation has not been received by the Administrative Agent U.S. Trustee on or before the requisite date or for any other reason, the Bank will cause a notice to be given to the Holder of this Security at its registered address requesting an account designation pursuant to which such wire transfer can be made and such payment will be made within five Business Days after 1:00 p.m. (New Yorkthe Trustee’s receipt of such a designation meeting the requirements specified above, New York time) shall be deemed received with the same force and effect as if made on the next Business Daydue date. Receipt The Bank will pay any administrative costs imposed by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt banks in connection with making payments by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent wire transfer with respect to this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the Obligations, the Administrative Agent shall distribute such amounts in the following order Holder of priority, all on a pro rata basis to the Lenders: (i) to this Security and may be deducted from the payment on a pro rata basis of any fees by the Bank or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisPaying Agent. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkAtlanta, New York Georgia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkAtlanta, New York Georgia time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New YorkAtlanta, New York Georgia time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever. So long as the applicable Lender has complied with Section 2.13 hereof, except the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder, under the Notes or under any other Loan Document free and clear of all taxes, levies and withholding. So long as provided in the applicable Lender has complied with Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 2.13 hereof, if some but less than all amounts due from the Borrower are received is required by the Administrative Agent with Applicable Law to deduct any taxes from or in respect of any sum payable to the Obligationssuch Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(b)), the Administrative Agent shall distribute or such amounts in the following order of priorityLender, all on a pro rata basis as applicable, receives an amount equal to the Lenders: sum it would have received had no such deductions been made; (iii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the payment on a pro rata basis of any fees relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or expenses then due and payable such Lender, as applicable, with evidence satisfactory to the Administrative Agent or expenses then due and payable such Lender, as applicable, that such deducted amounts have been paid to the Lenders; (ii) relevant taxing authority. Before making any such deductions, such Lender shall designate a different lending office and may take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of such Lender be otherwise disadvantageous to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basissuch Lender. (dc) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Prior to the declaration of an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all in accordance where applicable with the respective Commitment Ratios of the Lenders for the applicable Commitment: first, to the payment of any fees or expenses then due and payable to the Administrative Agent, the Issuing Bank and the Lenders, or any of them; second, to the payment of interest then due and payable on the Loans; third, to the payment of all other amounts not otherwise referred to in this Section 2.9(d) then due and payable to the Administrative Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes, the Letters of Credit or any other Loan Document; fourth, to the payment of principal then due and payable on the Loans; fifth, to any other Obligations not otherwise referred to in this Section 2.9(d) until all such Obligations are paid in full; sixth, to damages incurred by the Administrative Agent, the Issuing Bank or the Lenders, or any of them, by reason of any breach hereof or of any other Loan Document; and seventh, as otherwise required by Applicable Law.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes Note shall be made not later than 1:00 p.m. (New YorkBaltimore, New York Maryland time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Baltimore time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Baltimore, Maryland time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Agent of each such payment, the Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Each payment to the Agent of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than and any amount payable to any Lender under any Section of this Agreement relating to payments due to the close Lenders shall be paid to the Agent for the account of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such applicable Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Anything in the foregoing to the contrary notwithstanding, the portion of any interest payment remitted to any Lender with respect to any Cash Management Loan shall be equal only to interest on the amount advanced by such Lender, at the applicable rate, from the date such Lender advances its Percentage Commitment of such Loan.

Manner of Payment. (a) Each payment (including, without limitation, The total amount of any prepayment) principal and interest due on Global Notes on any Interest Payment Date or at Maturity shall be paid by the Borrower on account of the principal of or interest on the Loans and any other amount owed NIB to the Lenders Fiscal Agent in immediately available funds no later than 10:00 A.M. (New York City time) (or no later than 10:00 A.M. in the Administrative Relevant Financial Center set forth on such Note with regard to payments to be made in a currency other than U.S. dollars) on such date. NIB will make such payment on such Global Notes by instructing the Fiscal Agent to withdraw funds from an account maintained by NIB at the Fiscal Agent or by wire transfer to the Fiscal Agent. NIB will confirm any of them under this Agreement or such instructions in writing to the Notes shall be made not later than 1:00 p.m. Fiscal Agent. Prior to 11 A.M. (New York, New York City time) on the date of Maturity or as soon as possible thereafter, the Fiscal Agent will pay (assuming the Fiscal Agent has received funds from NIB) by separate wire transfer (using Fedwire message entry instructions in a form previously specified for payment under this Agreement by DTC) to the Administrative Agent an account at the Administrative Agent’s Office, for the account Federal Reserve Bank of the Lenders or the Administrative Agent, as the case may beNew York previously specified by DTC, in lawful money of funds available for immediate use by DTC, (or, with respect to payments to be made in a currency other than U.S dollars, to an account in the United States of America Relevant Financial Center set forth on such Note in immediately available funds. Any payment accordance with instructions received by the Administrative Fiscal Agent after 1:00 p.m. from DTC) each payment of principal (New Yorktogether with interest thereon) due on a Global Note on such date. On each Interest Payment Date (other than at Maturity), New York time) interest payments shall be deemed received on made to DTC, in funds available for immediate use by DTC, in accordance with existing arrangements between the next Business Day. Receipt by Fiscal Agent and DTC (or, with respect to payments to be made in a currency other than U.S. dollars, to an account in the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders Relevant Financial Center set forth on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received Note in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are accordance with instructions received by the Administrative Fiscal Agent from DTC). On each such date, DTC will pay, in accordance with respect its SDFS operating procedures then in effect, such amounts to be paid in U.S. dollars in funds available for immediate use to the Obligations, respective Participants in whose names the Administrative Book-Entry Notes represented by such Global Notes are recorded in the book-entry system maintained by DTC. Neither NIB (as issuer or as paying agent) nor the Fiscal Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to have any direct responsibility or liability for the payment on a pro rata basis by DTC to such Participants of any fees or expenses then due the principal of and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisBook-Entry Notes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders ▇▇▇▇▇▇▇ hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) Each payment in the case of Fixed Rent and recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (includingb) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection), in each case at the times provided herein without limitationsetoff or counterclaim. If Tenant pays Fixed Rent by wire transfer, then Tenant shall not be in default of Tenant’s obligation to pay any prepayment) such Fixed Rent if and for so long as Tenant shall timely comply with Landlord’s wire instructions in connection with such payments. If Tenant shall have timely complied with Landlord’s instructions pertaining to a wire transfer, but the funds shall thereafter have been misdirected or not accounted for properly by the Borrower on account of recipient bank designated by Landlord, then the principal of or interest on same shall not relieve Tenant’s obligation to make the Loans and any other amount owed to payment so wired, but shall toll the Lenders or due date for such payment until the Administrative Agent or any of them under this Agreement or the Notes wired funds shall have been located. All Rent shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, paid in lawful money of the United States to Landlord at its office or such other place as Landlord may from time to time designate. If Tenant fails timely to pay any Rent, Tenant shall pay interest thereon from the date when such Rent became due to the date of America Landlord’s receipt thereof at the lesser of (i) the base rate from time to time announced by Citibank, N.A. (or if Citibank, N.A. shall not exist, such other major bank in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) as shall be deemed received on the next Business Day. Receipt designated by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior Landlord in a notice to 1:00 p.m. (Tenant) to be in effect at its principal office in New York, New York time(the “Base Rate”) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as plus 3% per annum and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then maximum rate permitted by law. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the Loans thirtieth (30th) day after the date of Landlord’s invoice therefor. All bills, invoices and statements rendered to Tenant with respect to this Lease shall be binding and conclusive on a pro rata basis and of fees then due and payable Tenant subject to Section 7.13 hereof. Notwithstanding anything to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to contrary contained in this Section 2.8(c) then due and payable to the Administrative Agent and the LendersLease, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then Fixed Rent shall be due and payable on the Loans first day of the month and failure to pay such Rent on or prior to the first day of any month shall be considered a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment default under this Agreement or any of Lease and interest shall accrue as provided in this Section 3.07 from and after the other Loan Documents is specified to be made on a first day which is not a Business Day, it shall be made on the next Business Day, Rent becomes due and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentpayable.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (subject to Article III, including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by to the Administrative Agent after 1:00 p.m. (New York, New York time) made in connection with a Swingline Loan shall be deemed received on made in like manner, but for the next Business Dayaccount of the Swingline Lender. Receipt by Each payment to the Administrative Agent of any payment intended for any Lender Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution and any amount payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 13.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the any Borrower on account of the (except with respect to principal of or and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes on, Advances denominated in an Alternative Currency) shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Each payment (including, without limitation, any prepayment) by any Borrower with respect to principal of and interest on, Advances denominated in an Alternative Currency shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in such Alternative Currency in same day funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the relevant Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Each Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the any Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including, without limitation, the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Cleveland time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Cleveland time) on such day shall be deemed a payment on such date for the purposes of Section 12.1 hereof, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Cleveland time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Agent of each such payment, the Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Each payment to the Agent of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lenderthe Agent, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 14.2 hereof shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration Agent for the account of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii) hereof, if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or 59442126_10 interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) prorata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its prorata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of, or interest on, the Swingline Loans or of any fee, commission or other amount payable to the Swingline Lenders shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided including withholding taxes, excluding, (i) in the case of each Lender and the Administrative Agent taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes (including, but not limited to, the Branch Profits Tax under Section 10.3 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable lending office or any political subdivision thereof and (iii) in the case of any Lender organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrower which would not have been imposed had such Lender, to the extent then required thereunder, delivered to the Borrower and the Administrative Agent the forms prescribed by Section 2.13 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.9(b)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Banks for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under the Facility B Commitment; and (v) to the payment of principal then due and payable on a pro rata basisthe Loans made under the Facility A Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 3:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 4:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 4:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each Except as specifically provided herein, each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages or, with respect to any such payment in accordance with the terms hereof under the EDC Credit Facility or the Fairfax Credit Facility, as applicable, as may otherwise be due to the EDC Credit Lender or the Fairfax Credit Lender, as applicable (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative AgentAgent of each such payment, the Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage or, with respect to any such payment in accordance with the terms hereof under the EDC Credit Facility or the Fairfax Credit Facility, as applicable, as may otherwise be due to the EDC Credit Lender or the Fairfax Credit Lender as applicable (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the L/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 14.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding anything to the contrary in this Section, to the extent that any Revolving Credit Loans made hereunder are made in accordance with the Revolving Credit Commitment Percentages of the Lenders, payments with respect to such Revolving Credit Loans shall be allocated in accordance with the Revolving Credit Commitment Percentages of the Lenders.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lenders, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Lenders, or the Administrative Agent, as the case may be, in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (Houston time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letters, under the Notes, or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersLenders where applicable: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisNotes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Loans Denominated in Dollars. Each payment (including, without limitation, any prepaymentincluding repayments described in Article II) by the any Borrower on account of the principal of or interest on the Loans and denominated in Dollars or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note (except as set forth in Section 4.4(b)) shall be made in Dollars not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or in accordance with Section 4.4(c) at the Administrative Agent's Office, as the case may be, in lawful money of the United States of America in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any succeeding Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rateall purposes. (b) The Loans Denominated in Alternative Currencies. Each payment (including repayments described in Article II) by any Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration on account of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order principal of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and denominated in any Alternative Currency shall be made in such Alternative Currency not later than 11:00 a.m. (the time of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (ivAgent's Correspondent) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any date specified for payment under this Agreement or any to the Administrative Agent's account with the Administrative Agent's Correspondent for the account of the other Loan Documents is specified to Lenders in accordance with Section 4.4(c) in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 12:00 noon (the time of the Administrative Agent's Correspondent) on a such day which is not a Business Day, it shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day, and such extension . Any payment received after 12:00 noon (the time of time the Administrative Agent's Correspondent) shall in such case be included in computing interest and fees, if any, in connection with such paymentdeemed to have been made on the next succeeding Business Day for all purposes.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.6, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.6(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrower (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, a Form 1001, 4224 or W-8 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrower (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis (subject to the provisions of Section 11.20 hereof), principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Lender which is not a U.S. Person (a “Non-U.S. Bank”) (or, if such Non-U.S. Bank is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it receives a Note or Notes for any of its Loans, an Internal Revenue Service Form W-8BEN or W-8ECI (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Non-U.S. Bank or beneficial owner, as the case may be, is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Non-U.S. Bank or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Non-U.S. Bank or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth below) PRO RATA in accordance with their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as applicable, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall promptly distribute to each Lender at its address for notices set forth herein its PRO RATA share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage or Term Loan Percentage, as applicable, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of . Each payment to the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the 42 Administrative Agent of any payment intended for any Lender Administrative Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.9, 5.10, 5.11 or 14.2 shall be promptly paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower EnergySolutions on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lender Parties, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s OfficeAccount, for the account of the Lenders Lender Parties, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a LenderLender Party, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (New York time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such LenderLender Party. If the Administrative Agent shall not have received any payment from the Borrower EnergySolutions as and when due, the Administrative Agent will promptly notify the applicable Lenders Lender Parties accordingly. In Only upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower EnergySolutions agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letters, under any Notes or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofwhatsoever (other than any deductions or withholdings required by law on account of Taxes). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower EnergySolutions are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to each Issuing Bank (solely in its capacity as such) under or in respect of this Agreement and the Lenders; other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the such Issuing Bank on such date; (iiiii) third, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iiiiv) fourth, to the payment of all other amounts not otherwise referred to of fees and the accrued and unpaid interest and any premiums on the Obligations of EnergySolutions under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the LendersLender Parties, or any ratably based upon the respective aggregate amounts of themall such interest owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, hereunder or under the Notes or any other Loan Document; and (iv) ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); (vi) sixth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (vii) seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a pro rata basiscourt of competent jurisdiction may direct. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Term Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the sum of (i) the aggregate principal amount of the Loans outstanding at such time, (ii) the aggregate Available Amount of all Revolving Letters of Credit outstanding at such time and (iii) the aggregate amount of the Term L/C Facility Unreimbursed Amount in respect of Term L/C Facility Letters of Credit, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender Party. (e) Subject to any contrary provisions in the definition of “Interest Period, ,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Option Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from EnergySolutions prior to the date on which any payment is due to any Lender Party hereunder that EnergySolutions will not make such payment in full, the Administrative Agent may assume that EnergySolutions has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent EnergySolutions shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made made, without condition or deduction for any counterclaim, defense, recoupment, or setoff, not later than 1:00 p.m. (New York, New York time) 12:00 noon on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at the to an account designated by Administrative Agent’s Office, for the account of the Lenders Lenders, Letter of Credit Issuer or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) 12:00 noon shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a LenderLender REVOLVING CREDIT AGREEMENT - 27 - or Letter of Credit Issuer, then, subject to the provisions of SECTION 2.9 of this Agreement, Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderLender or Letter of Credit Issuer. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders and, if appropriate, Letter of Credit Issuer, accordingly. In the event that the , and Administrative Agent shall fail not be obligated to make distribution to any Lender as required distributions under this Section SECTION 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Unless Borrower agrees has notified Administrative Agent prior to pay principalthe date any payment is required to be made by it to Administrative Agent hereunder that Borrower will not make such payment, interestAdministrative Agent may assume that Borrower has timely made such payment and may (but shall not be so required to), fees in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and all other amounts due hereunder or to the extent that such payment was not in fact made to Administrative Agent in immediately available funds, then each Lender shall forthwith on demand repay to Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect. A notice of Administrative Agent to any Lender with respect to any amount owing under the Notes without set-off or counterclaim or any deduction whatsoeverthis SUBSECTION (b) shall be conclusive, except as provided in Section 10.3 hereofabsent manifest error. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Borrower may not make payments, in the aggregate, under this Agreement (excluding any payments specifically required pursuant to the terms of this Agreement) more than (i) three (3) times in any calendar month plus (ii) four (4) additional times in any twelve (12) calendar month period. In any event, Borrower may not make, in the aggregate, more than forty (40) payments (excluding any payments specifically required pursuant to the terms of this Agreement) under this Agreement in any twelve (12) calendar month period. (e) Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes and Letter of Credit Obligations without set-off or counterclaim or any deduction whatsoever.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Facility B Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Facility B Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis, principal, interest, fees and all other amounts due hereunder or under the Facility B Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Facility B Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the LendersBanks, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisFacility B Loans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Facility B Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisFacility B Loans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, a Form 1001, 4224 or W-8 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment of principal (including, without limitation, including any prepayment) by the Borrower on account and payment of the principal of or interest on the Loans and fees, and any other amount owed required to be paid to the Lenders or with respect to the Administrative Agent or any of them under this Agreement or the Notes Revolving Loans, shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Principal Office for the account of the Lenders or the Administrative Agent, as the case may be, each Lender in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received funds on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business before 3:00 P.M. on the date such payment is deemed receiveddue. Without prejudice to any of the other obligations set forth herein by the Borrower, thereafter distribute the Agent shall, upon the request of the Borrower, debit the amount so received in like funds to of such Lender. If the Administrative Agent shall not have received any payment from any one or more ordinary deposit accounts of the Borrower as and when duewith the Agent. The Borrower shall attempt to give the Agent telefacsimile notice of any intended payment of principal or interest prior to 12:00 Noon on the date of such payment. Payments received by the Agent within the time period specified above will be delivered to the Lenders on the same Business Day, or if received later, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Ratenext Business Day. (b) The Agent shall deem any payment made by or on behalf of the Borrower agrees hereunder that is not made both in Dollars and in immediately available funds and prior to pay principal12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available funds and (ii) the next Business Day. Any non-conforming payment may, interestat the election, fees of the Agent constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofpayable. (c) Prior to In the acceleration of event that any payment hereunder or under the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then Revolving Notes becomes due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not other than a Business Day, it then such due date shall be made on extended to the next succeeding Business Day, and Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension of time and provided further, that in no event shall in any such case due date be included in computing interest and fees, if any, in connection with such paymentextended beyond the Revolving Credit Termination Date.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis, principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, an Internal Revenue Service Form W-8BEN or W-8ECI (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Loans, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them Lender under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkAtlanta, New York Georgia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, Lender in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent Lender after 1:00 p.m. (New YorkAtlanta, New York Georgia time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or under any other Loan Document without set-off or counterclaim or any deduction whatsoever and free and clear of all taxes, levies and withholding. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(c)), the Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Lender with evidence satisfactory to the Lender that such deducted amounts have been paid to the relevant taxing authority. (d) Prior to the declaration of an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Lender, the Lender shall apply such amounts in the following order of priority: (i) to the payment of any fees then due and payable, (ii) to the payment of all other Obligations not otherwise referred to in this Section 2.9(d) then due and payable hereunder or under the Loan Documents, (iii) to the payment of interest then due and payable on the Loans, (iv) to the payment of principal then due and payable on the Loan.

Manner of Payment. (a) Each payment At Closing, a cash amount equal to twenty-five percent (including, without limitation, any prepayment25%) by the Borrower on account of the principal of Preliminary Purchase Price (the "Escrow Deposit") shall be delivered by Buyer to SouthTrust Bank or interest on its successor (Norfolk, Virginia), as escrow agent, to hold in an escrow account (the Loans and any other amount owed "Escrow Account") pursuant to the Lenders or terms of an escrow agreement in substantially the Administrative Agent or any form attached hereto as Exhibit A (the "Escrow Agreement") and the difference of them under this Agreement or the Notes Preliminary Purchase Price minus the Escrow Deposit shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement delivered by Buyer to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America Seller in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (bi) The Borrower agrees After the Reconciled Transferred Membership and Purchase Price are calculated, the amounts distributable to pay principal, interest, fees and all Seller and/or Buyer from the Escrow Account and/or payable by one to the other amounts due hereunder or under will be determined by comparing the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofPreliminary Purchase Price to the amount of the Purchase Price. (cii) Prior If the Purchase Price is equal to or exceeds the Preliminary Purchase Price (such difference, the "Shortfall Amount"), then within five (5) business days of the delivery to Seller of the Adjustment Statement (A) Buyer shall deliver to the acceleration Escrow Agent a cash amount equal to the Shortfall Amount, if any; and (B) subject to the terms of the Loans under Section 8.2 hereofEscrow Agreement, Seller and Buyer shall by joint written instructions direct the Escrow Agent to distribute to Seller the funds held in the Escrow Account. (iii) If the Purchase Price is less than the Preliminary Purchase Price (such difference, the "Excess Amount"), then within five (5) business days of the delivery to Seller of the Adjustment Statement, Seller and Buyer shall by joint written instructions direct the Escrow Agent to distribute (A) to Buyer, an amount equal to the Excess Amount; and (B) subject to the terms of the Escrow Agreement, to Seller the balance of the funds held in the Escrow Account after the distribution to Buyer of the Excess Amount. (iv) The interest earned on the Escrow Deposit, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationsany, the Administrative Agent shall distribute such amounts in the following order of priority, all be divided on a pro rata basis between Seller and Buyer, based on the proportionate share of the Escrow Account distributable to each. If the escrow agent charges a fee related to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any maintenance of the other Loan Documents is specified to be made on a day which is not a Business DayEscrow Account, it Buyer shall be made on the next Business Day, and pay such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentfee.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Lender which is not a U.S. Person (a “Non-U.S. Bank”) (or, if such Non-U.S. Bank is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrower (with a copy to the Administrative Agent) prior to or at the time it receives a Note or Notes for any of its Loans, an Internal Revenue Service Form W-8BEN or W-8ECI (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Non-U.S. Bank or beneficial owner, as the case may be, is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Non-U.S. Bank or beneficial owner, as the case may be, shall promptly notify the Borrower (with a copy to the Administrative Agent) if at any time, such Non-U.S. Bank or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from levies and withholding. If the Borrower are received is required by the Administrative Agent with Applicable Law to deduct any taxes from or in respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and sum payable to the Administrative Agent or expenses then due and any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the Lendersextent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(b)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the payment of interest then due relevant taxing authority as required by Applicable Law; and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent and the Lendersor such Bank, or any of themas applicable, hereunder or under the Notes or any other Loan Document; and (iv) that such deducted amounts have been paid to the payment of principal then due and payable on the Loans on a pro rata basisrelevant taxing authority. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans its Loans, fees, and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) 12:00 noon shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. The Administrative Agent will distribute such amounts for the account of a Bank entitled thereto on the same Business Day as received by Administrative Agent if Administrative Agent receives such payment prior to 1:00 p.m. and on the next Business Day if Administrative Agent receives such payment after 1:00 p.m. If the Administrative Agent fails to pay any such amount to a Bank as provided in the previous sentence, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that Banks accordingly and the Administrative Agent shall fail not be obligated to make distribution to any Lender as required distributions under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate2.7. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes and Letter of Credit Obligations without condition or deduction for any counterclaim, defense, recoupment or setoff.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth below) PRO RATA in accordance with their respective Commitment Percentages, in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. On the Business Day that each such payment is deemed made, the Administrative Agent shall distribute to each Lender at its address for notices set forth in this Agreement its PRO RATA share of such payment in accordance with this Section 3.4 such Lender's Commitment Percentage and shall wire advice of the amount of such credit to each Lender; PROVIDED that if the Administrative Agent fails to distribute such funds on the date on which any payment is deemed made, the Administrative Agent shall pay interest thereon at the Federal Funds Rate from the date such payment is received until the date such funds are distributed by the Administrative Agent. Each payment to the Administrative Agent of the Administrative Agent's fees or the expenses of the Administrative Agent or the Issuing Lender shall be made for the account of the Administrative Agent. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by amount payable to any Lender under Sections 3.7, 3.8, 3.12 or 13.2 shall be paid to the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds RateLender. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (ai) Prior to any repayment or prepayment of any Borrowings of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of the applicable Class to be paid and shall notify the Administrative Agent by electronic transmission of such selection not later than 11:00 a.m., New York City time, (1) in the case of an ABR Borrowing, one Business Day before the scheduled date of such payment and (2) in the case of a Eurodollar Borrowing, three Business Days before the scheduled date of such payment. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of the applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment repayment of a Borrowing shall be applied ratably to the Loans included in such Borrowing. (includingii) Except as otherwise expressly provided herein, without limitation, any prepayment) all payments by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes hereunder shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the respective Lenders or to which such payment is owed, at the Administrative Agent, as the case may be, ’s office in lawful money of the United States of America Dollars and in immediately available fundsfunds not later than 2:00 p.m. EST on the date specified herein. Any The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s lending office. All payments received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) EST shall be deemed received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. Receipt by the Administrative Agent of If any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made by the Borrower shall come due on a day which is not other than a Business Day, it payment shall be made on the next following Business Day, and such extension of time shall in such case be included reflected in computing interest and or fees, if any, in connection with such paymentas the case may be.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkCharlotte, New York North Carolina time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkCharlotte, New York North Carolina time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New YorkCharlotte, New York North Carolina time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever. So long as the applicable Lender has complied with Section 2.13 hereof, except the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder, under the Notes or under any other Loan Document free and clear of all taxes, levies and withholding. So long as provided in the applicable Lender has complied with Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 2.13 hereof, if some but less than all amounts due from the Borrower are received is required by the Administrative Agent with Applicable Law to deduct any taxes from or in respect of any sum payable to the Obligationssuch Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(b)), the Administrative Agent shall distribute or such amounts in the following order of priorityLender, all on a pro rata basis as applicable, receives an amount equal to the Lenders: sum it would have received had no such deductions been made; (iii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the payment on a pro rata basis of any fees relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or expenses then due and payable such Lender, as applicable, with evidence satisfactory to the Administrative Agent or expenses then due and payable such Lender, as applicable, that such deducted amounts have been paid to the Lenders; (ii) relevant taxing authority. Before making any such deductions, such Lender shall designate a different lending office and may take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of such Lender be otherwise disadvantageous to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basissuch Lender. (dc) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Prior to the declaration of an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall (subject to Section 2.2(e) hereof) distribute such amounts in the following order of priority, all in accordance where applicable with the respective Commitment Ratios of the Lenders for the applicable Commitment: first, to the payment of any fees or expenses then due and payable to the Administrative Agent, the Issuing Bank and the Lenders, or any of them hereunder or under any of the other Loan Documents (on a pro rata basis, based on all such amounts then due and payable); second, to the payment of interest then due and payable on the Loans (on a pro rata basis, based on all such amounts then due and payable); third, to the payment of all other amounts not otherwise referred to in this Section 2.9(d) then due and payable to the Administrative Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes, the Letters of Credit or any other Loan Document (on a pro rata basis, based on all such amounts then due and payable); fourth, to the payment of principal then due and payable on the Loans and any Interest Rate Hedge Obligations (including any termination payments and any accrued and unpaid interest thereon) (on a pro rata basis, based on all such amounts then due and payable); fifth, to any other Obligations not otherwise referred to in this Section 2.9(d) until all such Obligations are paid in full (on a pro rata basis, based on all such amounts then due and payable); sixth, to damages incurred by the Administrative Agent, the Issuing Bank or the Lenders, or any of them, by reason of any breach hereof or of any other Loan Document (on a pro rata basis, based on all such amounts then due and payable); and seventh, as otherwise required by Applicable Law.

Manner of Payment. (a) Each 2.9.1. Except as otherwise expressly provided, the Borrower shall make each payment (includingunder the Loan Documents to the Agent in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any set-off, recoupment, counterclaim or interest on the Loans and any Taxes (other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkExcluded Taxes), New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lender Party entitled to such payment, by depositing such payment in immediately available fundsthe Agent's Account not later than 11:00 a.m. (California time) on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 p.m. 11:00 a.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York California time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders received on such the next succeeding Business Day. In Not later than 1:00 p.m. (California time) on the case of a day such payment is made, the Agent shall deliver to each Lender, for the account of a the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the Administrative payment so made, determined pursuant to Section 2.15. Delivery shall be made in accordance with the written instructions satisfactory to the Agent will promptlyfrom time to time given to the Agent by each Lender. Without limiting the rights of the Lender Parties under Section 9.10., but no later than each Lender Party shall have the close right, at any time after giving notice to the Borrower, to charge any account of business on the date Borrower maintained with the Lender Party for the amount of any payment due by the Borrower under the Loan Documents or to deduct the amount of any such payment is deemed received, thereafter distribute from any remittance due to the amount so received in like funds to such LenderBorrower hereunder. 2.9.2. If the Administrative Agent shall not have received Whenever any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be due on a day which that is not a Business Day (or, in the case of any payment with respect to any LIBOR Rate Loan, not a LIBOR Business Day), it such payment shall instead be made on the next succeeding Business Day (or, in the case of any such payment with respect to any LIBOR Rate Loan, the next succeeding LIBOR Business Day, and subject to clause (b) of the definition of "Interest Period"), together with interest accrued during the period of such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentextension.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis (subject to the provisions of Section 11.20 hereof), principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, an Internal Revenue Service Form W-8BEN or W-8ECI (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. 12:00 noon (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) Notwithstanding anything in this Agreement to the contrary but subject to the Intercreditor Agreement, all payments received by the Administrative Agent pursuant to the Loan Documents (other than from other Lenders) shall be applied as follows: (i) Prior to (A) the occurrence and continuance of an Event of Default and (B) the delivery by the Determining Lenders of the notice to the Administrative Agent referred to in Section 2.9(d)(ii)(B) below, the Administrative Agent shall apply all such payments as between the Facility A Term Loan Advances and the Facility B Term Loan Advances to the applicable Advances in accordance with the applicable Specified Percentages. (ii) If (A) there exists an Event of Default that has occurred and is continuing and (B) the Determining Lenders shall have delivered notice to the Administrative Agent to apply such payments as provided in this Section 2.9(d)(ii), the Administrative Agent shall apply all such payments to reduce the Facility A Term Loan Advances and the Facility B Term Loan Advances in accordance with each Lender's Total Specified Percentage.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent Lender at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may beLender's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) Each payment by the Borrower in respect of obligations relating to the Revolving Credit Advance and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Lenders pro rata in accordance with their respective Specified Percentages. Each payment by the Borrower in respect of obligations related to Bid Rate Advances (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of each Lender holding such Bid Rate Advance. Notwithstanding anything in this Section 2.10(d) or any other provision of this Agreement or any other Loan Document to the contrary, any payment by the Borrower in respect of any Advances after acceleration of the Advances pursuant to Section 8.2 or any monies received by the Administrative Lender as a result of the exercise of remedies under any Loan Documents after acceleration of the Advances pursuant to Section 8.2 shall be distributed pro rata to each Lender based on the percentage that the outstanding Advances and Reimbursement Obligations owed to such Lender bears to the aggregate Advances and Reimbursement Obligations owed to all Lenders after the payment of the Administrative Lender's expenses incurred on behalf of the Lenders then due and payable.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower EnergySolutions on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lender Parties, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s OfficeAccount, for the account of the Lenders Lender Parties, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a LenderLender Party, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (New York time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such LenderLender Party. If the Administrative Agent shall not have received any payment from the Borrower EnergySolutions as and when due, the Administrative Agent will promptly notify the applicable Lenders Lender Parties accordingly. In Only upon its acceptance of an Assignment and Assumption Agreement and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Assumption Agreement, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption Agreement shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower EnergySolutions agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letter, under any Notes or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofwhatsoever (other than any deductions or withholdings required by law on account of Taxes). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower EnergySolutions are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to each Issuing Bank (solely in its capacity as such) under or in respect of this Agreement and the Lenders; other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the such Issuing Bank on such date; (iiiii) third, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iiiiv) fourth, to the payment of all other amounts not otherwise referred to of fees and the accrued and unpaid interest and any premiums on the Obligations of EnergySolutions under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the LendersLender Parties, or any ratably based upon the respective aggregate amounts of themall such interest owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, hereunder or under the Notes or any other Loan Document; and (iv) ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); (vi) sixth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (vii) seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a pro rata basiscourt of competent jurisdiction may direct. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Term Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the sum of (i) the aggregate principal amount of the Loans outstanding at such time, (ii) the aggregate Available Amount of all Revolving Letters of Credit outstanding at such time and (iii) the aggregate amount of all unreimbursed Disbursements in respect of Synthetic Letters of Credit, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender Party. (e) Subject to any contrary provisions in the definition of “Interest Period, ,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Option Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from EnergySolutions prior to the date on which any payment is due to any Lender Party hereunder that EnergySolutions will not make such payment in full, the Administrative Agent may assume that EnergySolutions has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent EnergySolutions shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Paper shall be made not later than 1:00 p.m. 12:00 noon (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent Lender at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may beLender's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Paper shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Papers without deduction for set-off or counterclaim or any deduction whatsoever. (d) If some but less than all amounts due from the Borrower are received by the Administrative Lender, the Administrative Lender shall apply such amounts in the following order of priority: (i) to the payment of the Administrative Lender's expenses incurred on behalf of the Lenders then due and payable, if any; (ii) to the payment of all other fees and amounts then due and payable under the Loan Papers; (iii) to the payment of interest then due and payable on the Advances; and (iv) to the payment of principal then due and payable on the Advances. (e) Each payment by the Borrower in respect of obligations relating to an Advance (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Lenders pro rata in accordance with their respective Specified Percentages.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower EnergySolutions on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lender Parties, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s OfficeAccount, for the account of the Lenders Lender Parties, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a LenderLender Party, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (New York time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such LenderLender Party. If the Administrative Agent shall not have received any payment from the Borrower EnergySolutions as and when due, the Administrative Agent will promptly notify the applicable Lenders Lender Parties accordingly. In Only upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower EnergySolutions agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letter, under any Notes or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofwhatsoever (other than any deductions or withholdings required by law on account of Taxes). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower EnergySolutions are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to each Issuing Bank (solely in its capacity as such) under or in respect of this Agreement and the Lenders; other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the such Issuing Bank on such date; (iiiii) third, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iiiiv) fourth, to the payment of all other amounts not otherwise referred to of fees and the accrued and unpaid interest and any premiums on the Obligations of EnergySolutions under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the LendersLender Parties, or any ratably based upon the respective aggregate amounts of themall such interest owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, hereunder or under the Notes or any other Loan Document; and (iv) ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); (vi) sixth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (vii) seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a pro rata basiscourt of competent jurisdiction may direct. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Term Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the sum of (i) the aggregate principal amount of the Loans outstanding at such time, (ii) the aggregate Available Amount of all Revolving Letters of Credit outstanding at such time and (iii) the aggregate amount of all unreimbursed Disbursements in respect of Synthetic Letters of Credit, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender Party. (e) Subject to any contrary provisions in the definition of “Interest Period, ,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Option Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from EnergySolutions prior to the date on which any payment is due to any Lender Party hereunder that EnergySolutions will not make such payment in full, the Administrative Agent may assume that EnergySolutions has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent EnergySolutions shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or Agreement, the Notes or any other Loan Document shall be made not later than 1:00 p.m. 2:00 P.M. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America U.S. Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. 2:00 P.M. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. 2:00 P.M. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) . Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (b) The Credit Parties agree to pay principal, interest, fees and all other amounts due hereunder or under the Notes (if applicable) or under any other Loan Document without set off or counterclaim or any deduction or withholding whatsoever and free and clear of all Taxes, unless required by Applicable Law. If a Withholding Agent is required by Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) to deduct or withhold any Tax from or in respect of any sum payable to the Administrative Agent or any Lender or Issuing Bank hereunder, under any Note or under any other Loan Document: (i) if such Tax is an Indemnified Tax, the amount payable by the applicable Credit Party hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions or withholdings for such Indemnified Taxes (including deductions or withholdings applicable to additional sums payable under this Section 2.10(b)), the Administrative Agent or such Lender or Issuing Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (ii) the Withholding Agent shall be entitled to make such deductions or withholdings from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted or withheld to the relevant taxing authority as required by Applicable Law; and (iii) the applicable Credit Party shall provide the Administrative Agent or such Lender, as applicable, with evidence that such deducted amounts have been paid to the relevant taxing authority by delivery to the Administrative Agent, or the Lender or the Issuing Bank on whose account such payment was made of the official tax receipts or copies of such receipts within thirty (30) days after payment for such Tax or, to the extent such receipts are not available, such other evidence as may be reasonably satisfactory to the Administrative Agent, or such Lender or Issuing Bank. In the event a Lender, the Issuing Bank or the Administrative Agent, in their respective sole discretion exercised in good faith, determines that it has received a refund of any Taxes to which it has been indemnified pursuant to this Section 2.10, such Lender, the Issuing Bank or the Administrative Agent, as applicable, shall pay the amount of such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section, with respect to Taxes giving rise to such refund); provided that (x) such refund shall be without interest (other than any interest paid by such relevant Governmental Entity with respect to such refund) and shall be net of all reasonable, documented out-of-pocket expenses of such Lender, Issuing Bank or Administrative Agent, as applicable, related to such refund and (y) the calculation of such refund shall be determined in good faith solely by such Lender, Issuing Bank or the Administrative Agent, as applicable; provided, further, that, the Borrower, upon request of any Lender, the Issuing Bank or the Administrative Agent, as applicable, agrees to repay the amount paid over to the Borrower under this Section 2.10(b) (plus any penalties, interest or other charges imposed by the Governmental Entity) to such Lender, the Issuing Bank or Administrative Agent, as applicable, in the event such Lender, the Issuing Bank or Administrative Agent, as applicable, is required to repay such refund to the Governmental Entity. In no event will any Lender, Issuing Bank or Administrative Agent be required to pay an amount to the Borrower, the payment of which would place such Lender, Issuing Bank or Administrative Agent in a less favorable net after tax position than they would otherwise have been in if the additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (c) In addition, the Credit Parties shall timely pay to the relevant Governmental Entity in accordance with Applicable Law, or at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes. (d) The Credit Parties shall jointly and severally indemnify the Administrative Agent, each Lender and the Issuing Bank, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10) payable or paid by the Administrative Agent, such Lender or Issuing Bank or required to be withheld or deducted from a payment to the Administrative Agent, such Lender or Issuing Bank and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuing Bank, or by the Administrative Agent on behalf of itself, such Lender or Issuing Bank shall be conclusive absent manifest error. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Prior to the declaration of an Event of Default under Section 8.1, and except as otherwise provided in Sections 2.7, 2.8(i), and Section 8.3, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all in accordance where applicable with the respective Commitment Ratios of the Lenders for the applicable Commitment: first to the payment of any fees or expenses then due and payable to the Administrative Agent and the Lenders, or any of them; second to the payment of interest then due and payable on the Loans; third to the payment of all other amounts not otherwise referred to in this Section 2.10(f) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document, and fourth ratably to the payment of principal then due and payable on the Loans then outstanding. (g) Each party’s obligations under Section 2.10(b), (c), (d) and (e) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. (h) For purposes of Section 2.10(b), (c), (d) and (e), the term “Applicable Law” includes FATCA.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by either of the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or Lenders, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Lenders, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (Houston time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from either of the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Subject to pay Section 2.17, the Borrowers agree to pay, jointly and severally, principal, interest, fees and all other amounts Obligations due hereunder or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof8.2, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on in respect of the Loans on a pro rata basisLoans; provided, however, that such amounts received from Omnipoint and its Subsidiaries prior to the Redemption Date will be applied only to the Omnipoint Obligations. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, Commitment Fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkCharlotte, New York North Carolina time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkCharlotte, New York North Carolina time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New YorkCharlotte, New York North Carolina time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement or the Notes other Loan Documents shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest and fee accrual. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any otherwise in respect of the other Loan Documents is Loans shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Except as otherwise provided below, any and all payments by the Borrower to the Administrative Agent or any other Credit Party under this Agreement or otherwise in respect of the Loans shall be made without set-off or counterclaim or deduction whatsoever. (i) Unless otherwise required by Applicable Law, any and all payments by the Borrower to the Administrative Agent and the other Credit Parties, or any of them, under this Agreement or otherwise in respect of the Loans shall be made without any deduction or withholding for present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding, however, franchise, withholding, branch or other similar Taxes, duties, fees or charges imposed on or measured by any Credit Party's net income or receipts (such non-excluded items being called "TAXES"). (ii) If the Borrower shall be required by Applicable Law to deduct any Taxes from or in respect of any amounts payable hereunder or otherwise in respect of the Loans to the Administrative Agent or any other Credit Party, (A) except as otherwise provided in this Section, the sum payable shall be increased ("ADDITIONAL AMOUNTS") as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(c)), the Administrative Agent or such other Credit Party, as the case may be, receives an amount equal to the sum it would have received had no deductions been made, (B) the Borrower shall make such deductions, and (C) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Moreover, if any Taxes (which for purposes of this sentence shall include taxes and charges imposed on or measured by net income or receipts of any Credit Party by any jurisdiction to the extent imposed on Additional Amounts) are directly asserted against any Credit Party with respect to any payment received by such Credit Party hereunder, such Credit Party may pay such Taxes, and, except as otherwise provided in this Section, the Borrower will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received and retained by such Credit Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Credit Party would have received and retained had no such Taxes been asserted; PROVIDED, HOWEVER, such Credit Party shall give written notice to the Borrower, accompanied by, to the extent provided by the relevant taxing authority, a calculation in reasonable detail of the amount demanded and evidence of the Taxes imposed on such Credit Party, after such Credit Party has actual knowledge of the imposition of any Taxes. Where notice is not given to the Borrower within forty-five (45) days after the Credit Party receives written notice of the assertion of Taxes and the Borrower does not otherwise have notice of such assertion, the Borrower shall not be required to pay penalties, additions to taxes, expenses, and interest accruing on such Taxes from the date forty-five (45) days after the receipt by the Credit Party of written notice of the assertion of such Taxes until the date that the Borrower receives such notice. The Borrower shall furnish to such Credit Party within forty-five (45) days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to Applicable Law true and correct copies of tax receipts evidencing payment by the Borrower. Except as otherwise provided in this Section, if the Borrower fails to pay any Taxes that it is required to pay pursuant to the terms of this Agreement when due to the appropriate taxing authority or fails to remit to any of the Credit Parties the required receipts or other required documentary evidence, the Borrower shall indemnify the Credit Parties for any incremental Taxes, interest or penalties that may become payable by the Credit Parties primarily as a result of any such failure. (iii) Each Lender that is not a United States person within the meaning of Section 7701 of the Code (a "FOREIGN LENDER") shall deliver to the Borrower and the Administrative Agent, no later than the date hereof (or if such Foreign Lender becomes a party to this Agreement (whether by assignment or otherwise) after the date hereof, the date upon which such Foreign Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that such Foreign Lender is on the date of delivery thereof entitled to receive any and all payments from the Borrower under this Agreement or otherwise in respect of the Loans free from withholding of United States federal income tax or (B) in the case of such Foreign Lender that is not legally entitled to deliver either form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized officer of such Foreign Lender to the effect that such Foreign Lender is not (x) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE") and (II) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or successor applicable form, certifying that such Foreign Lender is entitled to an exemption from United States federal withholding tax on payments of interest. Each Foreign Lender shall, from time to time, deliver updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption Certificates, or any successors thereto, to the Borrower and the Administrative Agent to the extent and in the manner required under United States federal tax law. The Borrower shall not be required to pay any Additional Amounts under Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II) fails to qualify for a complete reduction or exemption of United States federal tax withholding for any reason other than a change in the United States federal tax law, or the official interpretation thereof, in each case, after the delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, or (III) is treated as a "conduit entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. Notwithstanding the foregoing, if at the date of an assignment pursuant to which a Foreign Lender becomes a party to this Agreement, the assignor was entitled to payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee, shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, establishing a withholding rate for such Foreign Lender that is less than the rate the assignor was subject to, and the assignee shall be entitled to receive Additional Amounts to such extent the assignor was so entitled. (iv) Each of the Credit Parties agrees that it will, to the extent reasonable and without material cost or risk to it, (A) take all actions reasonably requested by the Borrower to maintain all exemptions, if any, available to it from United States federal withholding taxes (whether available by treaty, statute, or existing administrative waiver) and (B) otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this Section 2.10(c), including the contest of any asserted tax liability. (v) Any Credit Party that becomes aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of Additional Amounts paid by the Borrower, which refund, would reasonably be considered allocable to or resulting from such payment or indemnification made pursuant to this Section 2.10, shall promptly notify the Borrower of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrower, apply for such refund with the Borrower being responsible for any incremental costs associated with such refund request; PROVIDED, HOWEVER, that (A) the Borrower shall not be entitled to any damages as a result of the failure of such Credit Party to so notify the Borrower of the availability of such refund and (B) the Borrower shall not have the right to examine the books or records of any Credit Party. If any Credit Party receives any such refund (as described in the preceding sentence), it shall promptly repay the amount of such refund (together with any interest received thereon) to the Borrower; PROVIDED, HOWEVER, that the Borrower, upon the request of the applicable Credit Party, shall repay the amount paid over to the Borrower in the event such Credit Party is required to repay such refund to the applicable authority. (vi) If the Borrower is or becomes required to pay any Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrower shall have the right, upon notice to the Administrative Agent and such Credit Party to (A) prepay without penalty, on a non-pro rata basis, all or any portion of a Loan held by such Credit Party plus all interest and Additional Amounts owing to such Credit Party as of the date of such prepayment, (B) require such Credit Party to use reasonable efforts to designate a different lending office for funding or booking its Loan under this Agreement or to assign its rights and obligations under this Agreement to another of its offices, branches or affiliates, or (C) require such Credit Party to effect an assignment of all of its rights and obligations under this Agreement to another Credit Party designated by the Borrower if, in the case of clause (B) or (C) such designation or assignment (x) would eliminate or reduce amounts payable pursuant to this Section 2.10 in the future and (y) would not cause the imposition on such Credit Party of any additional costs or legal or regulatory burdens deemed by such Credit Party to be material or otherwise disadvantageous to such Credit Party.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.01, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Applicable Percentage in respect thereof (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Article IV or Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 12.04 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, or fees if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 2.16(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from levies and withholding. If the Borrower are received is required by the Administrative Agent with Applicable Law to deduct any taxes from or in respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and sum payable to the Administrative Agent or expenses then due and any Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the Lendersextent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(b)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Documentrelevant taxing authority as required by Applicable Law; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.iii)

Manner of Payment. (a) Each Except as otherwise expressly provided in Section 9.1(b), each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans and or of any other amount owed amounts payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 1:30 p.m. (New York, New York Atlanta time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or Lenders, at the Administrative Agent, as the case may be's Office, in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, time but no later than before the close of business on such day shall be deemed a payment on such date for the date such payment is purposes of Section 13.1, but for all other purposes shall be deemed received, thereafter distribute to have been made on the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Ratenext succeeding Business Day. (b) The During any Event of Default, the Borrower agrees hereby irrevocably authorizes each Lender and each Affiliate of such Lender and each participant herein to charge any account of the Borrower maintained with such Lender or such Affiliate or participant with such amounts as may be necessary from time to time to pay principalany Secured Obligations (whether or not owed to such Lender, interest, fees and all other amounts due hereunder Affiliate or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofparticipant) which are not paid when due. (c) Prior Each Lender hereby severally (but not jointly) represents that, under applicable law and treaties in effect on the date of this Agreement, no United States federal taxes will be required to be withheld by the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from Agent or the Borrower are received by the Administrative Agent with respect to any payments to be made to such Lender in respect of this Agreement. Each Lender that itself is not incorporated under the Obligationslaws of the United States or a state thereof agrees severally (but not jointly) that, prior to the Administrative Agent shall distribute Effective Date and the date that any such amounts form expires or becomes obsolete or after the occurrence of any event requiring a change in the following order of priority, all on a pro rata basis most recent form delivered by it to the Lenders: (i) Borrower and the Agent, it will deliver to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Borrower and the LendersAgent two duly completed copies of either United States Internal Revenue Service Form W-8, 1001 or 4224, or any of themsuccessor applicable form, hereunder or under the Notes or any other Loan Document; and (iv) certifying in each case that such Lender is entitled to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment receive all payments under this Agreement and the Notes payable to it without deduction or withholding of any United States federal income taxes. The Borrower shall not have any obligation under Section 5.3(a) to pay any amount to or for the account of any Lender without any setoff, counterclaim or deduction to the other Loan Documents is specified extent that such amount results from the failure of any Lender to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection comply with such paymentits obligations pursuant to this Section 5.3(c).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided including withholding taxes, excluding, (i) in the case of each Lender, the Agent and the Administrative Agent taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes (including, but not limited to, the Branch Profits Tax under Section 10.3 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable lending office or any political subdivision thereof and (iii) in the case of any Lender organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrower which would not have been imposed had such Lender, to the extent then required thereunder, delivered to the Borrower and the Administrative Agent the forms prescribed by Section 2.13 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the a Borrower on account of the principal of or interest on the Loans and or of any fee (including any L/C Fees relating to an Letter of Credit denominated in an Offshore Currency), commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth in the next sentence below), in Dollars (other than as set forth below), in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Payment of principal of, interest on or any other amount relating to any Offshore Currency Loan shall be made in the Offshore Currency in which such Loan is denominated or payable. Such payments, if denominated in Dollars, shall be made no later than 2:00 p.m. (Atlanta time) on the relevant date and, if denominated in an Offshore Currency, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. Any payment denominated in Dollars received after 1:00 p.m. (Atlanta time) but before 2:00 p.m. (Atlanta time) on a due date shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment denominated in Dollars received after 2:00 p.m. (Atlanta time), or any payment denominated in an Offshore Currency received after the relevant time determined by the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt by Each payment to the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day the L/C Fees shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made in like manner, but for the account of a Lender, the Issuing Lenders and the L/C Participants. Each payment to the Administrative Agent will promptlyof Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 2.5, but no later than 2.6, 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the close Administrative Agent for the account of business on the date applicable Lender. The Administrative Agent shall distribute any such payment is deemed received, thereafter distribute payments received by it for the account of any other Lender to such Lender promptly following receipt thereof and shall wire advice of the amount so received in like funds of such credit to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest PeriodSection 4.l(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders Banks or the Administrative Agent or any of them Agents under this Agreement or the Notes other Loan Documents shall be made not later than 1:00 p.m. (New YorkHouston, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks and the Agents, or the Administrative Agentany of them, as the case may be, in lawful money of the United States of America in immediately available funds. If any payment is stated to be due hereunder on the last day of any calendar or fiscal quarter and such day is not a Business Day, the due date for such payment shall be, instead, the immediately preceding Business Day in such quarter. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkHouston, New York Texas time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders any Agent hereunder prior to 1:00 p.m. (New YorkHouston, New York Texas time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders such Agent (as appropriate) on such Business Day. In the case of a payment for the account of a LenderBank or an Agent, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank or such Agent, as the case may be. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except including withholding taxes, excluding, (i) in the case of each Bank and each Agent, taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Bank, taxes (including, but not limited to, the Branch Profits Tax under Section 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable lending office or any political subdivision thereof and (iii) in the case of any Bank organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrower which would not have been imposed had such Bank, to the extent then required thereunder, delivered to the Borrower and the Administrative Agent the forms prescribed by Section 2.9(d) hereof (all such non-excluded taxes being hereinafter referred to as provided in Section 10.3 hereof"Taxes"). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsAgent, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Banks for the applicable Commitment: (i) to the costs and expenses, if any, incurred by the Administrative Agent in the collection of such amounts under this Agreement or any of the other Loan Documents; (ii) to the payment on a pro rata basis of any all fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lendershereunder; (iiiii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iiiiv) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any the other Loan DocumentDocuments; and (ivv) to the payment of principal then due and payable on the Term Loan and then due on the Revolving Loans, which payments shall be applied against outstanding Advances in the following order of priority: (A) Advances, the Interest Period for which is expiring concurrently with such payment, (B) Base Rate Advances, (C) CD Rate Advances, and (D) LIBOR Advances. Subsequent to any acceleration of the Loans on a pro rata basisunder Section 8.2 hereof, all amounts received from any source whatsoever by the Administrative Agent or any of the Banks with respect to the Borrower shall be paid to and distributed by the Administrative Agent in the manner provided in Section 2.11(c) hereof. (d) Subject Prior to the date on which any contrary provisions Person becomes a Bank hereunder, and from time to time thereafter if either required by law due to a change in circumstances or reasonably requested by the definition Borrower or the Administrative Agent (unless such Bank is unable to do so by reasons of Interest Periodchange in law), if any payment each Bank organized under this Agreement the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with an IRS Form 4224 or any of Form 1001 or other applicable form, certificate or document prescribed by the other Loan Documents is specified IRS certifying as to such Bank's entitlement to full exemption from United States withholding tax with respect to all payments to be made on to such Bank hereunder and under any Note. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to United States withholding tax (or there is a day which is not a Business Daychange in law preventing delivery thereof), it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if anyBorrower or the Administrative Agent shall, in connection with the case of payments to or for any Bank organized under the law of a jurisdiction outside the United States, (i) withhold taxes from such paymentpayments at the applicable statutory rate, or at a rate reduced by an applicable tax treaty (provided that the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that such reduced rate applies) and (ii) pay such Bank such payment net of any taxes withheld. To the extent that the Borrower is obligated hereunder, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note shall have been paid to the appropriate taxing authorities by delivery to the Bank on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Banks for any incremental taxes, interest or penalties that may become payable by any Bank as a result of any such failure.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the each Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lender Parties, the Administrative Agent Agents or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New YorkCharlotte, New York North Carolina time) on the date specified for payment under this Agreement to the relevant Administrative Agent at the such Administrative Agent’s Office's Account, for the account of the Lenders relevant Lender Parties, or the such Administrative Agent, as the case may be, in lawful money of the United States of America U.S. Dollars (with respect to U.S. Loans) or Canadian Dollars (with respect to Canadian Loans) in immediately available fundsfunds without set-off or counterclaim. Any payment received by the any Administrative Agent after 1:00 2:00 p.m. (New YorkCharlotte, New York North Carolina time) shall be deemed received on the next Business Day. Receipt by the any Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New YorkCharlotte, New York North Carolina time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a LenderLender Party, the relevant Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (Charlotte, North Carolina time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such LenderLender Party. If the any Administrative Agent shall not have received any payment from the a Borrower as and when due, the such Administrative Agent will promptly notify the applicable Lenders relevant Lender Parties accordingly. In Upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 12.5(c), from and after the effective date of such Assignment and Acceptance, the relevant Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Each Borrower agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letter, under any Notes, or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the U.S. Loans under Section 8.2 hereof, if some but less than all amounts due from the U.S. Borrower are received by the U.S. Administrative Agent with respect to the U.S. Obligations, the U.S. Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the U.S. Administrative Agent (solely in its capacity as the U.S. Administrative Agent) under or in respect of this Agreement and the other U.S. Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then owing to the U.S. Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Lenders; U.S. Issuing Bank (iisolely in its capacity as such) under or in respect of this Agreement and the other U.S. Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the U.S. Issuing Bank on such date; (iii) third, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the U.S. Lenders under or in respect of this Agreement and the other U.S. Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the U.S. Lenders on a pro rata basissuch date; (iv) fourth, to the payment of all of the accrued and unpaid interest on the U.S. Obligations of the U.S. Borrower under or in respect of the U.S. Loan Documents that is due and payable to the U.S. Administrative Agent and the U.S. Lender Parties, ratably based upon the respective aggregate amounts of all such interest owing to the U.S. Administrative Agent and the U.S. Lender Parties on such date; (v) fifth, ratably to the payment of the principal amount of all of the outstanding U.S. Loans that is due and payable to the U.S. Administrative Agent and the U.S. Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the U.S. Administrative Agent and the U.S. Lender Parties on such date and amounts payable under Secured Hedge Agreements with U.S. Lenders and/or their Affiliates (or Persons that were U.S. Lenders or Affiliates of U.S. Lenders at the time any such Secured Hedge Agreement was entered into); and (iiivi) sixth, to the payment of all other amounts not otherwise referred to U.S. Obligations of the U.S. Loan Parties owing under or in this Section 2.8(c) then respect of the U.S. Loan Documents that are due and payable to the U.S. Administrative Agent and the Lendersother Secured Parties on such date, or any ratably based upon the respective aggregate amounts of themall such U.S. Obligations owing to the U.S. Administrative Agent and the other Secured Parties on such date. (d) Prior to the acceleration of the Canadian Loans under Section 8.2 hereof, hereunder or under if some but less than all amounts due from the Notes or any other Loan Document; and Canadian Borrower are received by the Canadian Administrative Agent with respect to the Canadian Obligations, the Canadian Administrative Agent shall distribute such amounts in the following order of priority: (ivi) first, to the payment of principal then all of the fees, indemnification payments, costs and expenses that are due and payable to the Canadian Administrative Agent (solely in its capacity as the Canadian Administrative Agent) under or in respect of this Agreement and the other Canadian Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Canadian Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Canadian Issuing Bank (solely in its capacity as such) under or in respect of this Agreement and the other Canadian Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Canadian Issuing Bank on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Canadian Lenders under or in respect of this Agreement and the other Canadian Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Canadian Lenders on such date; (iv) fourth, to the payment of all of the accrued and unpaid interest on the Canadian Obligations of the Canadian Borrower under or in respect of the Canadian Loan Documents that is due and payable to the Canadian Administrative Agent and the Canadian Lender Parties, ratably based upon the respective aggregate amounts of all such interest owing to the Canadian Administrative Agent and the Canadian Lender Parties on such date; (v) fifth, ratably to the payment of the principal amount of all of the outstanding Canadian Loans that is due and payable to the Canadian Administrative Agent and the Canadian Lender Parties on a pro rata basissuch date, ratably based upon the respective aggregate amounts of all such principal owing to the Canadian Administrative Agent and the Canadian Lender Parties on such date and amounts payable under Secured Hedge Agreements with Canadian Lenders and/or their Affiliates (or Persons that were Canadian Lenders or Affiliates of Canadian Lenders at the time any such Secured Hedge Agreement was entered into); and (vi) sixth, to the payment of all other Canadian Obligations of the Canadian Loan Parties owing under or in respect of the Canadian Loan Documents that are due and payable to the Canadian Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Canadian Obligations owing to the Canadian Administrative Agent and the other Secured Parties on such date. (de) If any Administrative Agent receives funds for application to the Obligations of the relevant Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the relevant Loans to which, or the manner in which, such funds are to be applied, such Administrative Agent may elect to distribute such funds to each of the relevant Lender Parties in accordance with such Lender Party's pro rata share of the sum of (i) the aggregate principal amount of the relevant Loans outstanding at such time and (ii) the aggregate Available Amount of all relevant Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding relevant Loans or other relevant Obligations then owing to such Lender Party. (f) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided that, if such extension would cause payment of interest on or principal of Eurodollar Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (g) Unless any Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to any Lender Party hereunder that such Borrower will not make such payment in full, such Administrative Agent may assume that such Borrower has made such payment in full to such Administrative Agent on such date and such Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent such Borrower shall not have so made such payment in full to such Administrative Agent, each such relevant Lender Party shall repay to such Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to such Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement Agreement, the Notes or the Notes other Loan Documents shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest and fee accrual. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any otherwise in respect of the other Loan Documents is Loans shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Except as otherwise provided below, any and all payments by the Borrowers to the Administrative Agent or any other Credit Party under this Agreement or otherwise in respect of the Loans shall be made without set-off or counterclaim or deduction whatsoever. (i) Unless otherwise required by Applicable Law, any and all payments by the Borrowers to the Administrative Agent and the other Credit Parties, or any of them, under this Agreement or otherwise in respect of the Loans shall be made without any deduction or withholding for present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding, however, franchise, withholding, branch or other similar Taxes, duties, fees or charges imposed on or measured by any Credit Party's net income or receipts (such non-excluded items being called "TAXES"). (ii) If any of the Borrowers shall be required by Applicable Law to deduct any Taxes from or in respect of any amounts payable hereunder or otherwise in respect of the Loans to the Administrative Agent or any other Credit Party, (A) except as otherwise provided in this Section, the sum payable shall be increased ("ADDITIONAL AMOUNTS") as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(c)), the Administrative Agent or such other Credit Party, as the case may be, receives an amount equal to the sum it would have received had no deductions been made, (B) the applicable Borrower shall make such deductions, and (C) the applicable Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Moreover, if any Taxes (which for purposes of this sentence shall include taxes and charges imposed on or measured by net income or receipts of any Credit Party by any jurisdiction to the extent imposed on Additional Amounts) are directly asserted against any Credit Party with respect to any payment received by such Credit Party hereunder, such Credit Party may pay such Taxes, and, except as otherwise provided in this Section, the Borrowers, jointly and severally, will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received and retained by such Credit Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Credit Party would have received and retained had no such Taxes been asserted; PROVIDED, HOWEVER, such Credit Party shall give written notice to the Borrowers, accompanied by, to the extent provided by the relevant taxing authority, a calculation in reasonable detail of the amount demanded and evidence of the Taxes imposed on such Credit Party, after such Credit Party has actual knowledge of the imposition of any Taxes. Where notice is not given to the Borrowers within forty-five (45) days after the Credit Party receives written notice of the assertion of Taxes and the PAGE 38 Borrowers do not otherwise have notice of such assertion, the Borrowers shall not be required to pay penalties, additions to taxes, expenses, and interest accruing on such Taxes from the date forty-five (45) days after the receipt by the Credit Party of written notice of the assertion of such Taxes until the date that the Borrowers receive such notice. The Borrowers shall furnish to such Credit Party within forty-five (45) days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to Applicable Law true and correct copies of tax receipts evidencing payment by any of the Borrowers. Except as otherwise provided in this Section, if any of the Borrowers fails to pay any Taxes that it is required to pay pursuant to the terms of this Agreement when due to the appropriate taxing authority or fails to remit to any of the Credit Parties the required receipts or other required documentary evidence, the Borrowers shall, jointly and severally, indemnify the Credit Parties for any incremental Taxes, interest or penalties that may become payable by the Credit Parties primarily as a result of any such failure. (iii) Each Lender that is not a United States person within the meaning of Section 7701 of the Code (a "FOREIGN LENDER") shall deliver to the Borrowers and the Administrative Agent, no later than the date hereof (or if such Foreign Lender becomes a party to this Agreement (whether by assignment or otherwise) after the date hereof, the date upon which such Foreign Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that such Foreign Lender is on the date of delivery thereof entitled to receive any and all payments from the Borrowers under this Agreement or otherwise in respect of the Loans free from withholding of United States federal income tax or (B) in the case of such Foreign Lender that is not legally entitled to deliver either form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized officer of such Foreign Lender to the effect that such Foreign Lender is not (x) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of a Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE") and (II) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or successor applicable form, certifying that such Foreign Lender is entitled to an exemption from United States federal withholding tax on payments of interest. Each Foreign Lender shall, from time to time, deliver updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption Certificates, or any successors thereto, to the Borrowers and the Administrative Agent to the extent and in the manner required under United States federal tax law. The Borrowers shall not be required to pay any Additional Amounts under Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II) fails to qualify for a complete reduction or exemption of United States federal tax withholding for any reason other than a change in the United States federal tax law, or the official interpretation thereof, in each case, after the delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, or (III) is treated as a "conduit entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. Notwithstanding the foregoing, if at the date of an assignment pursuant to which a Foreign Lender becomes a party to this Agreement, the assignor was entitled to payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee, shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, establishing a withholding rate for such Foreign Lender that is less than the rate the assignor was subject to, and the assignee shall be entitled to receive Additional Amounts to such extent the assignor was so entitled. (iv) Each of the Credit Parties agrees that it will, to the extent reasonable and without material cost or risk to it, (A) take all actions reasonably requested by the Borrowers to maintain all exemptions, if any, available to it from United States federal withholding taxes (whether available by treaty, statute, or existing administrative waiver) and (B) otherwise cooperate with the Borrowers to minimize any amounts payable by the Borrowers under this Section 2.10(c), including the contest of any asserted tax liability. (v) Any Credit Party that becomes aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of Additional Amounts paid by the Borrowers, which refund, would reasonably be considered allocable to or resulting from such payment or indemnification made pursuant to this Section 2.10, shall promptly notify the Borrowers of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrowers, apply for such refund with the Borrowers being responsible for any incremental costs associated with such refund request; PROVIDED, HOWEVER, that (A) none of the Borrowers shall be entitled to any damages as a result of the failure of such Credit Party to so notify the Borrowers of the availability of such refund and (B) none of the Borrowers shall have the right to examine the books or records of any Credit Party. If any Credit Party receives any such refund (as described in the preceding sentence), it shall promptly repay the amount of such refund (together with any interest received thereon) to the Borrowers; PROVIDED, HOWEVER, that the Borrowers, upon the request of the applicable Credit Party, shall, jointly and severally, repay the amount paid over to the Borrowers in the event such Credit Party is required to repay such refund to the applicable authority. (vi) If the Borrowers are or become required to pay any Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrowers shall have the right, upon notice to the Administrative Agent and such Credit Party to (A) prepay without penalty, on a non-pro rata basis, all or any portion of a Loan held by such Credit Party plus all interest and Additional Amounts owing to such Credit Party as of the date of such prepayment, (B) require such Credit Party to use reasonable efforts to designate a different lending office for funding or booking its Loan under this Agreement or to assign its rights and obligations under this Agreement to another of its offices, branches or affiliates, or (C) require such Credit Party to effect an assignment of all of its rights and obligations under this Agreement to another Credit Party designated by the Borrowers if, in the case of clause (B) or (C) such designation or assignment (x) would eliminate or reduce amounts payable pursuant to this Section 2.10 in the future and (y) would not cause the imposition on such Credit Party of any additional costs or legal or regulatory burdens deemed by such Credit Party to be material or otherwise disadvantageous to such Credit Party.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or Agreement, the Notes or any other Loan Document shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding (other than Excluded Taxes, collectively, "Taxes"). Subject to the compliance by the Administrative Agent and each Lender with the provisions of Section 2.14 hereof, if the Borrower is required by Applicable Law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent or any Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.10(b)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Lender, as applicable, with evidence satisfactory to the Administrative Agent or such Lender, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Lenders for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under each of the Term Loan A Commitment and the Term Loan B Commitment; and (v) t the payment of principal then due and payable on a pro rata basisthe Loans made under the Revolving Loan Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each 2.9.1. Except as otherwise expressly provided, the Borrower shall make each payment (includingunder the Loan Documents to the Agent in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any set-off, recoupment, counterclaim or interest on the Loans and any Taxes (other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkExcluded Taxes), New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lender Party entitled to such payment, by depositing such payment in immediately available fundsthe Agent's Account not later than 2:00 p.m. (Boston time) on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York Boston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders received on such the next succeeding Business Day. In Not later than 1:00 p.m. (Boston time) on the case of a day such payment is made, the Agent shall deliver to each Lender, for the account of a the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the Administrative payment so made, determined pursuant to Section 2.15. Delivery shall be made in accordance with the written instructions satisfactory to the Agent will promptlyfrom time to time given to the Agent by each Lender. Without limiting the rights of the Lender Parties under Section 9.10., but no later than each Lender Party shall have the close right, at any time, to charge any account of business on the date Borrower maintained with the Lender Party for the amount of any payment due by the Borrower under the Loan Documents or to deduct the amount of any such payment is deemed received, thereafter distribute from any remittance due to the amount so received in like funds to such LenderBorrower hereunder. 2.9.2. If the Administrative Agent shall not have received Whenever any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be due on a day which that is not a Business Day (or, in the case of any payment with respect to any LIBOR Rate Loan, not a Credit Agreement 28 38 LIBOR Business Day), it such payment shall instead be made on the next succeeding Business Day (or, in the case of any such payment with respect to any LIBOR Rate Loan, the next succeeding LIBOR Business Day), and together with interest accrued during the period of such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentextension.

Manner of Payment. (a) Each Except for payments with respect to any Swing Line Loan, each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Funding Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Funding Agent at the Administrative Funding Agent’s 's Office, for the account of the Lenders or the Administrative Funding Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Funding Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Funding Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Funding Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Funding Agent shall not have received any payment from the Borrower as and when due, the Administrative Funding Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or hereunder, under the Notes or under any other Loan Document without set-off or off, counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes (other than taxes based on the income of any Lender), except levies and withholding. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to any Agent or any Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including, without limitation, deductions applicable to additional sums payable under this Section 10.3 hereof2.9(b)), such Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide such Agent or such Lender, as applicable, with evidence satisfactory to such Agent or such Lender, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Funding Agent with respect to the Obligations, the Administrative Funding Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agents, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and Agents or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; (iv) to the payment of outstanding Swing Line Advances to the full extent thereof; and (ivv) to the payment of principal then due and payable on the Loans on a pro rata basisNotes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Paper shall be made not later than 1:00 p.m. (New YorkDallas, New York timeTexas time or, if the Approved Offshore Currency Payment Office is not in Dallas, such time as is otherwise designated by the Administrative Agent) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's office (or the Approved Offshore Currency Payment Office, for the account if payment is made in respect of the Lenders an Offshore Advance, Offshore Bid Rate Advance or the Administrative AgentSwingline Advance in an 49 55 Approved Offshore Currency), as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkExcept as provided in Article 9 hereof, New York time) such payments shall be deemed received on made in the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds RateApplicable Currency borrowed. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Paper shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Papers without deduction for set-off or counterclaim or any deduction whatsoever. (d) Notwithstanding anything to the contrary herein or in any Loan Paper, to the extent the Borrower makes any voluntary prepayment, or voluntary reduction of the Commitments under Sections 2.5 or 2.6 hereof, or any mandatory prepayment, or mandatory reduction of any Commitments under Sections 2.5 or 2.6 hereof, or any repayment, then such reduction of Commitments, or such repayment or prepayment shall be applied as follows: (i) So Long as there Exists No Payment Default or Event of Default.

Manner of Payment. (a) Loans and Letters of Credit Denominated in Dollars. Each payment by the Borrower on account of the principal of or interest on any Loan or Letter of Credit denominated in dollars or of any fee, commission or other amounts (includingincluding the Reimbursement Obligation with respect to any Letter of Credit denominated in dollars) payable to the Lenders under this Agreement or any Loan (except as set forth in Section 2.11(b)) shall be made in dollars not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent for the account of the Lenders (except as set forth below) pro rata in accordance with their respective Pro Rata Percentages (except as specified below) in immediately available funds and shall be made without any set-off, without limitationcounterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Article VII, any prepaymentbut for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. With respect to each Letter of Credit denominated in dollars, each payment to the Administrative Agent of the Issuing Bank’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Bank or the L/C Participants, as the case may be. (b) Loans and Letters of Credit Denominated in Alternative Currencies. Each payment by the Borrower on account of the principal of or interest on the Revolving Loans and denominated in any other amount owed to the Lenders or the Administrative Agent Alternative Currency or any Alternative Currency Letter of them under this Agreement or Credit (including the Notes Reimbursement Obligation with respect to any Alternative Currency Letter of Credit) shall be made in such Alternative Currency not later than 1:00 p.m. 11:00 a.m. (New York, New York timethe time of the Administrative Agent’s Correspondent) on the date specified for payment under this Agreement to the Administrative Agent at Agent’s account with the Administrative Agent’s Office, Correspondent for the account of the Lenders (except as set forth below) pro rata in accordance with their respective Pro Rata Percentages (except as set forth below) in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 12:00 noon (the time of the Administrative Agent’s Correspondent) on such day shall be deemed a payment on such date for the purposes of Article VII, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 12:00 noon (the time of the Administrative Agent’s Correspondent) shall be deemed to have been made on the next succeeding Business Day for all purposes. With respect to each Alternative Currency Letter of Credit, each payment to the Administrative Agent of the Issuing Bank’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Bank or the L/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. (c) Pro Rata Treatment. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt Upon receipt by the Administrative Agent of any each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment intended for any Lender in accordance with such Lender’s Pro Rata Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Bank’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day L/C Participants’ commissions shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made in like manner, but for the account of a Lenderthe Issuing Bank or the L/C Participants, as the case may be. Each payment to the Administrative Agent will promptly, but no later than of Administrative Agent’s fees or expenses shall be made for the close account of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any Agent. Each payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationsa Swingline Loan (including, without limitation, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any Swingline Lender’s fees or expenses then due and expenses) shall be made for the account of the Swingline Lender. Any amount payable to any Lender under Sections 2.17, 2.18, 2.19, 2.20 or 9.05 shall be paid to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 2.09(b)(i), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the (except with respect to principal of or and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes on, Advances denominated in an Alternative Currency) shall be made not later than 1:00 p.m. (New York, New York time) City time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Each payment (including, without limitation, any prepayment) by the Borrower with respect to principal of and interest on, Advances denominated in an Alternative Currency shall be made not later than 1:00 p.m. New York City time on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in such Alternative Currency in same day funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) City time shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) City time on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each Except as otherwise expressly provided, the Borrower shall make each payment (includingunder the Loan Documents to the Agent, in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any setoff, recoupment, counterclaim, or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New Yorkdefense, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Applicable Lending Offices of the Lenders entitled to such payment, by depositing such payment in the Agent's Account not later than 11:00 a.m. on the due date thereof. Any payments received after 11:00 a.m. on any Business Day shall be deemed received on the next succeeding Business Day. Not later than 12:00 Noon on the day such payment is made, the Agent shall deliver to each Lender, for the account of the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the payment so made. Delivery shall be made in accordance with the written instructions satisfactory to the Agent from time to time given to the Agent by each Lender. (b) Unless the Agent shall have been notified by the Borrower prior to the date that a payment is due under the Loan Documents that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such amount available to the Agent on such date and the Agent, in reliance on such assumption, may (in its sole discretion but without any obligation to do so) make available to the Lenders their pro rata share of the amount due. If such amount is not in fact made available to the Agent by the Borrower, the Agent shall be able to recover such amounts from the Lenders. The Agent shall also be able to recover from each Lender or the Administrative AgentBorrower, as the case may be, in lawful money of interest on such amount from the United States of America in immediately available funds. Any date the payment received by was due at a per annum rate equal to (i) for any Lender, during the Administrative period to but excluding two Business Days after demand therefore, the Federal Funds Rate, and, thereafter at the Base Rate plus two percent (2%) or (ii) from the Borrower at the applicable rate for such outstanding amount plus any applicable Post-Default Rate. (c) If the Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent fail to deliver to any other Lender Party its share of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when duerequired by Section 2.9(a), the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail pay to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date its share of such payment was due until paid together with interest on such amount at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due for each day from the Borrower are received by date such amount was required to be paid to such Lender until the Administrative date the Agent with respect pays such amount to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLender. (d) Subject to Sections 2.10 and 7.3, all payments made by the Borrower under the Loan Documents shall be applied to the Obligations as the Borrower may direct; provided that if the Borrower does not provide any contrary provisions in such direction to the definition of Interest PeriodAgent, if all amounts paid or received shall be applied, subject to Section 2.10, as the Agent may reasonably deem appropriate. (e) Whenever any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be stated to be due on a day which that is not a Business Day, it such payment shall instead by made on the next succeeding Business Day (subject to accrual of interest and fees for the period of extension), except that, in the case of Euro-Dollar Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each 2.10.1. Except as otherwise expressly provided, the Borrowers shall make each payment (includingunder the Loan Documents to the Agent in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any set-off, recoupment, counterclaim or interest on the Loans and any Taxes (other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkExcluded Taxes), New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lender Party entitled to such payment, by depositing such payment in immediately available fundsthe Agent's Account not later than 12:00 noon (California time) on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 p.m. 12:00 noon (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York California time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders received on such the next succeeding Business Day. In Not later than 1:00 p.m. (California time) on the case of a day such payment is made, the Agent shall deliver to each Lender, for the account of a the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the Administrative payment so made, determined pursuant to Section 2.16. Delivery shall be made in accordance with the written instructions satisfactory to the Agent will promptlyfrom time to time given to the Agent by each Lender. Without limiting the rights of the Lender Parties under Section 9.10, but no later than each Lender Party shall have the close right, at any time, to charge any account of business on any Borrower maintained with the date such payment is deemed received, thereafter distribute Lender Party for the amount so received in like funds to such Lender. If the Administrative Agent shall not have received of any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay due by such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Borrower under the Loan Document; and (iv) Documents or to deduct the amount of any such payment of principal then from any remittance due and payable on the Loans on a pro rata basisto such or any other Borrower hereunder. (d) Subject to any contrary provisions in the definition of Interest Period, if 2.10.2. Whenever any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be due on a day which that is not a Business Day (or, in the case of any payment with respect to any LIBOR Rate Loan, not a LIBOR Business Day), it such payment shall instead be made on the next succeeding Business Day (or, in the case of any such payment with respect to any LIBOR Rate Loan, the next succeeding LIBOR Business Day, and subject to clause (b) of the definition of "Interest Period"), together with interest accrued during the period of such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentextension.

Manner of Payment. (a) Each Borrower shall make each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans hereunder and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made without deduction, setoff or counterclaim not later than 1:00 p.m. 11:00 A.M. (New York, New York timeLocal Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s OfficeAccount in the Principal Financial Center for the relevant Currency in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(d), 2.06, 2.08, 2.10 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the Lenders payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Additional Commitment Lender becoming a Lender hereunder as a result of a Commitment increase pursuant to Section 2.01(c) or an extension of the Termination Date pursuant to Section 2.01(d), and upon the Administrative Agent’s receipt of such Lender’s Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, Relevant Anniversary or Current Termination Date, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received make all payments hereunder and under any payment from Notes issued in connection therewith in respect of the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior assumed thereby to the acceleration Additional Commitment Lender. Upon its acceptance of an Assignment and Acceptance and recording of the Loans under information contained therein in the Register pursuant to Section 8.2 hereof8.07(c), if some but less than all amounts due from and after the Borrower are received by the Administrative Agent with respect to the Obligationseffective date specified in such Assignment and Acceptance, the Administrative Agent shall distribute such amounts make all payments hereunder and under the Notes in respect of the following order of priority, all on a pro rata basis interest assigned thereby to the Lenders: Lender assignee thereunder, and the parties to such Assignment and Acceptance (iwhich shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to the payment on a pro rata basis such effective date directly between themselves. The making by any Borrower of any fees or expenses then due and payable payment to the Administrative Agent or expenses then due and payable for the account of any Lender as herein provided shall pro tanto discharge the relevant obligation of such Borrower to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basissuch Lender. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each Percentage Rent shall be payable on August 1, 2005 for the period that begins on the Rent Commencement Date until June 30, 2005, and thereafter, semi-annually on each February 1 and August 1 of each year of the Term, attributable to the six month period ending on December 31 or June 30, immediately prior to each such payment (due date. Along with such payment, the Tenant shall submit such documentation as may be reasonably required by the Agency to verify the actual amount of the Net Operating Income for such six month period prior to each payment due date, including, without limitationlimitation thereto, delivering to Agency an accounting (in form and substance satisfactory to Agency) on or before each February 1 and August 1 during the Term. If Agency disputes the amount of Percentage Rent due from Tenant, Agency shall have the right for one hundred twenty (120) days from the date Tenant tenders payment to examine, inspect and audit the Tenant’s records upon reasonable notice; provided, however, that the Agency shall have an additional sixty (60) days following its receipt of Tenant’s annual audit report to review and audit Tenant’s records if there is a disparity between the audit report and the semiannual payments made to Agency. The inspection shall be conducted at Tenant’s office(s) at a reasonable time or times. Pending resolution of any prepaymentdisputes over Percentage Rent, Tenant shall pay Agency the amount Tenant has reasonably and in good faith calculated to be payable in that half-year period. (b) by Additional Rent shall be due and payable at the Borrower on account times otherwise provided in this Lease; provided that if no date for payment is otherwise specified, or if payment is stated to be due upon demand”, “promptly following notice”, “upon receipt of the principal of or interest on the Loans and any other amount owed to the Lenders invoice”, or the Administrative Agent or any like then such Additional Rent shall be due thirty (30) business days following the giving by Agency of them under this Agreement such demand, notice, invoice or the Notes like to Tenant specifying that such sum is presently due and payable. Percentage Rent and Additional Rent shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement paid to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, Agency in lawful money of the United States of States of America in immediately available funds. Any payment received by at offices the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration Redevelopment Agency of the Loans under Section 8.2 hereofCity and County of San Francisco, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, the Administrative Agent shall distribute such amounts in the following order of priority▇▇▇ ▇▇▇▇▇▇▇▇▇, all on a pro rata basis to the Lenders▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the LendersDeputy Executive Director, Finance & Administration, or any of them, hereunder or under the Notes or any at such other Loan Document; and (iv) place as Agency may from time to the payment of principal then due and payable on the Loans on a pro rata basistime designate by notice to Tenant. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Paper shall be made not later than 1:00 p.m. (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Paper shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Papers without deduction for set-off or counterclaim or any deduction whatsoever. (d) Each payment by the Borrower in respect of obligations relating to the Revolving Credit Advance and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be made to the Administrative Agent for the account of the Lenders pro rata in accordance with their respective Specified Percentages. Each payment by the Borrower in respect of obligations related to Bid Rate Advances (whether for principal, interest, fees or otherwise) shall be made to the Administrative Agent for the account of each Lender holding such Bid Rate Advance. Notwithstanding anything in this Section 2.10(d) or any other provision of this Agreement or any other Loan Paper to the contrary, any payment by the Borrower in respect of any Advances after acceleration of the Advances pursuant to Section 8.2 or any monies received by the Administrative Agent as a result of the exercise of remedies under any Loan Papers after acceleration of the Advances pursuant to Section 8.2 shall be distributed pro rata to each Lender based on the percentage that the outstanding Advances and Reimbursement Obligations owed to such Lender bears to the aggregate Advances and Reimbursement Obligations owed to all Lenders after the payment of the Administrative Agent's expenses incurred on behalf of the Lenders then due and payable.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the The principal of or and premium, if any, and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes Bonds shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders payable in any coin or the Administrative Agent, as the case may be, in lawful money currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts (which shall be in immediately available funds), and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, such principal and premium, if any, and interest thereon shall be payable at the Principal Office of the Trustee, as Paying Agent. Any payment received Payment of interest on any Interest Payment Date on any Bond shall be made to the Owner thereof as of the close of business on the Record Date immediately prior thereto and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, shall be (i) made by check or draft of the Trustee, as Paying Agent, mailed on the Interest Payment Date to the Owner as of the close of business on the Record Date immediately preceding the Interest Payment Date, at the Owner’s address as it appears on the registration books of 15 the Issuer kept by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on Trustee or at such other address as is furnished to the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt Trustee in writing by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no Owner not later than the close of business on the date Record Date for such payment is deemed receivedInterest Payment Date, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) transmitted by wire transfer to the account with a member of the Federal Reserve System located within the continental United States of America of any Owner which owns at least $1,000,000 in aggregate principal amount of the Bonds and which shall have provided wire transfer instructions to the Trustee prior to the close of business on such Record Date, but, in the case of interest payable in respect of a Flexible Segment, only upon presentation of such Bond (if such Bond is not a Book-Entry Bond) at the Principal Office of the Trustee for exchange or transfer in accordance with the provisions hereof, except, in each case, that, if and to the extent that there shall be a default in the payment of the interest then due and payable on such Interest Payment Date, such defaulted interest shall be paid to the Owners in whose names any such Bonds are registered at the close of business on the Loans on a pro rata basis and fifth (5th) Business Day preceding the date of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to such defaulted interest. All payments will be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentimmediately available funds.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement Agreement, the Notes or the Notes other Loan Documents shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Except as otherwise provided below, any and all payments by the Borrower to the Administrative Agent or any other Credit Party under this Agreement or the Notes shall be made without set-off or counterclaim or deduction whatsoever. (i) Unless otherwise required by Applicable Law, any and all payments by the Borrower to the Administrative Agent and the other Credit Parties, or any of them, under this Agreement or the Notes shall be made without any deduction or withholding for present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding, however, franchise, withholding, branch or 39 other similar Taxes, duties, fees or charges imposed on or measured by any Credit Party's net income or receipts (such non-excluded items being called "TAXES"). (ii) If the Borrower shall be required by Applicable Law to deduct any Taxes from or in respect of any amounts payable hereunder or under any Note to the Administrative Agent or any other Credit Party, (A) except as otherwise provided in this Section, the sum payable shall be increased ("ADDITIONAL AMOUNTS") as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(c)), the Administrative Agent or such other Credit Party, as the case may be, receives an amount equal to the sum it would have received had no deductions been made, (B) the Borrower shall make such deductions, and (C) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Moreover, if any Taxes (which for purposes of this sentence shall include taxes and charges imposed on or measured by net income or receipts of any Credit Party by any jurisdiction to the extent imposed on Additional Amounts) are directly asserted against any Credit Party with respect to any payment received by such Credit Party hereunder, such Credit Party may pay such Taxes, and, except as otherwise provided in this Section, the Borrower will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received and retained by such Credit Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Credit Party would have received and retained had no such Taxes been asserted; provided, however, such Credit Party shall give written notice to the Borrower, accompanied by, to the extent provided by the relevant taxing authority, a calculation in reasonable detail of the amount demanded and evidence of the Taxes imposed on such Credit Party, after such Credit Party has actual knowledge of the imposition of any Taxes. Where notice is not given to the Borrower within forty-five (45) days after the Credit Party receives written notice of the assertion of Taxes and the Borrower does not otherwise have notice of such assertion, the Borrower shall not be required to pay penalties, additions to taxes, expenses, and interest accruing on such Taxes from the date forty-five (45) days after the receipt by the Credit Party of written notice of the assertion of such Taxes until the date that the Borrower receives such notice. The Borrower shall furnish to such Credit Party within forty-five (45) days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to Applicable Law true and correct copies of tax receipts evidencing payment by the Borrower. Except as otherwise provided in this Section , if the Borrower fails to pay any Taxes that it is required to pay pursuant to the terms of this Agreement when due to the appropriate taxing authority or fail to remit to any of the Credit Parties the required receipts or other required documentary evidence, the Borrower shall indemnify the Credit Parties for any incremental Taxes, interest or penalties that may become payable by the Credit Parties primarily as a result of any such failure. (iii) Each Lender that is not a United States person within the meaning of Section 7701 of the Code (a "FOREIGN LENDER") shall deliver to the Borrower and the Administrative Agent, no later than the date hereof (or if such Foreign Lender becomes a party to this Agreement (whether by assignment or otherwise) after the date hereof, the date upon which such Foreign Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that such Foreign Lender is on the date of delivery thereof entitled to receive any and all payments from the Borrower under this Agreement free from withholding of United States federal income tax or (B) in the case of such Foreign Lender that is not legally entitled to deliver either form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized officer of such Foreign Lender to the effect that such Foreign Lender is not (x) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE") and (II) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or successor applicable form, certifying that such Foreign Lender is entitled to an exemption from United States federal withholding tax on payments of interest. Each Foreign Lender shall, from time to time, deliver updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption Certificates, or any successors thereto, to the Borrower and the Administrative Agent to the extent and in the manner required under United States federal tax law. The Borrower shall not be required to pay any Additional Amounts under Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II) fails to qualify for a complete reduction or exemption of United States federal tax withholding for any reason other than a change in the United States federal tax law, or the official interpretation thereof, in each case, after the delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, or (III) is treated as a "conduit entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. Notwithstanding the foregoing, if at the date of an assignment pursuant to which a Foreign Lender becomes a party to this Agreement, the assignor was entitled to payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee, shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, establishing a withholding rate for such Foreign Lender that is less than the rate the assignor was subject to, and the assignee shall be entitled to receive Additional Amounts to such extent the assignor was so entitled. (iv) Each of the Credit Parties agrees that it will, to the extent reasonable and without material cost or risk to it, (A) take all actions reasonably requested by the Borrower to maintain all exemptions, if any, available to it from United States federal withholding taxes (whether available by treaty, statute, or existing administrative waiver) and (B) otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this Section 2.10(c), including the contest of any asserted tax liability. (v) Any Credit Party that becomes aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of Additional Amounts paid by the Borrower, which refund, would reasonably be considered allocable to or resulting from such payment or indemnification made pursuant to this Section 2.10, shall promptly notify the Borrower of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrower, apply for such refund with the Borrower being responsible for any incremental costs associated with such refund request; PROVIDED, HOWEVER, that (A) the Borrower shall not be entitled to any damages as a result of the failure of such Credit Party to so notify the Borrower of the availability of such refund and (B) the Borrower shall not have the right to examine the books or records of any Credit Party. If any Credit Party receives any such refund (as described in the preceding sentence), it shall promptly repay the amount of such refund (together with any interest received thereon) to the Borrower; provided, however, that the Borrower, upon the request of the applicable Credit Party, shall repay the amount paid over to the Borrower in the event such Credit Party is required to repay such refund to the applicable authority. (vi) If the Borrower is or becomes required to pay any Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrower shall have the right, upon notice to the Administrative Agent and such Credit Party to (A) prepay without penalty, on non-pro rata basis, all or any portion of a Loan held by such Credit Party plus all interest and Additional Amounts owing to such Credit Party as of the date of such prepayment, (B) require such Credit Party to use reasonable efforts to designate a different lending office for funding or booking its Loan under this Agreement or to assign its rights and obligations under this Agreement to another of its offices, branches or affiliates, or (C) require such Credit Party to effect an assignment all of its rights and obligations under this Agreement to another Credit Party designated by the Borrower if, in the case of clause (B) or (C) such designation or assignment (x) would eliminate or reduce amounts payable pursuant to this Section 2.10 in the future and (y) would not cause the imposition on such Credit Party of any additional costs or legal or regulatory burdens deemed by such Credit Party to be material or otherwise disadvantageous to such Credit Party.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages, Term Loan B Commitment Percentages, Term Loan C Commitment Percentages or Incremental Term Loan Percentages, as applicable, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage, Term Loan B Commitment Percentage, Term Loan C Commitment Percentage or Incremental Term Loan Commitment Percentage, as applicable (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11, 5.12 or 14.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) Each payment in the case of Fixed Rent and recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (includingb) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a New York Clearing House Association member bank, in each case at the limes provided herein without limitation, any prepayment) by the Borrower on account of the principal of notice or interest on the Loans demand and any other amount owed to the Lenders without setoff deduction or the Administrative Agent or any of them under this Agreement or the Notes counterclaim. All Rent shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, paid in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender to Landlord at its office or Lenders hereunder prior such other place as Landlord may from time to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Daytime designate. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds addition to such Lender. If the Administrative Agent shall not all other rights and remedies Landlord may have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8Lease, (i) if any Rent is not paid within five (5) days after the Administrative Agent agrees due date therefor, Tenant shall pay to pay such Lender Landlord, as Additional Charges, interest on all past due Rent from the date when such payment was Rent became due until paid to the date of Landlord’s receipt thereof at the Federal Funds Rate. lesser of (bA) The Borrower agrees to pay principal11/2% per month or (B) the maximum rate permitted by law, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) if any Rent is not paid within five (5) days after the due date therefor two or more times within any twelve consecutive month period during the Term of this Lease, including, without limitation, the failure to pay the foregoing interest charge on or before the first day of the calendar month following the calendar month in which the failure to pay Rent giving rise to such interest charge occurred, Tenant shall pay to Landlord, as Additional Charges, In addition to the payment of foregoing interest then charge, an amount equal to 2 cents for each dollar overdue, in each case in order to defray Landlord’s administrative and other costs in connection therewith. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the Loans on a pro rata basis 20th day after the date of invoice. Except as otherwise provided in Section 2.05(k), all bills, invoices and of fees then due and payable statements rendered to the Lenders on a pro rata basis; (iii) Tenant with respect to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it Lease shall be made binding and conclusive on Tenant unless, within 90 days after receipt of same, Tenant notifies Landlord that it is disputing same. Pending the next Business Dayresolution of any such dispute, and such extension of time Tenant shall in such case be included in computing interest and fees, if any, in connection with such paymentpay Rent based upon Landlord’s determination.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes other Loan Documents shall be made not later than 1:00 p.m. (New YorkHouston, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or and the Administrative Agent, or any of them, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkHouston, New York Texas time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders the Administrative Agent hereunder prior to 1:00 p.m. (New YorkHouston, New York Texas time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders the Administrative Agent (as appropriate) on such Business Day. In the case of a payment for the account of a LenderLender or the Administrative Agent, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderLender or the Administrative Agent, as the case may be. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers, on a joint and several basis, agree to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except including withholding taxes, excluding, (i) in the case of each Lender, the Agent and the Administrative Agent taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes (including, but not limited to, the Branch Profits Tax under Section 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable lending office or any political subdivision thereof and (iii) in the case of any Lender organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrowers which would not have been imposed had such Lender, to the extent then required thereunder, delivered to the Borrowers and the Administrative Agent the forms prescribed by Section 2.9(d) hereof (all such non-excluded taxes being hereinafter referred to as provided in Section 10.3 hereof"Taxes"). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the ObligationsAgent, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the LendersCommitment Ratios: (i) to the costs and expenses, if any, incurred by the Administrative Agent in the collection of such amounts under this Agreement or any of the Security Documents; (ii) to the payment on a pro rata basis of any all fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lendershereunder; (iiiii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iiiiv) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any the other Loan DocumentDocuments; and (ivv) to the payment of principal then due and payable on the Loans on a pro rata basisbasis for all Loans until paid in full, which payments shall be, in each case, applied against outstanding Advances in the following order of priority: (A) Advances, the Interest Period for which is expiring concurrently with such payment, (B) Base Rate Advances, and (C) LIBOR Advances. Subsequent to the acceleration of the Loans under Section 8.2 hereof, all amounts received from any source whatsoever by the Administrative Agent or any of the Lenders with respect to the Borrowers shall be paid to and distributed by the Administrative Agent in the manner provided in Section 2.11(c) hereof. (d) Subject Prior to the date on which any contrary provisions Person becomes a Lender hereunder, and from time to time thereafter if either required by law due to a change in circumstances or reasonably requested by a Borrower or the definition Administrative Agent (unless such Lender is unable to do so by reasons of Interest Periodchange in law), if any payment each Lender organized under this Agreement the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with an IRS Form 4224 or any of Form 1001 or other applicable form, certificate or document prescribed by the other Loan Documents is specified IRS certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder and under any Note. Unless the applicable Borrowers and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to United States withholding tax (or there is a change in law preventing delivery thereof), such Borrowers or the Agent shall, in the case of payments to or for any Lender organized under the law of a jurisdiction outside the United States, (i) withhold taxes from such payments at the applicable statutory rate, or at a rate reduced by an applicable tax treaty (provided that such Borrowers and the Administrative Agent have received forms or other documents satisfactory to them indicating that such reduced rate applies) and (ii) pay such Lender such payment net of any taxes withheld. To the extent that the Borrowers are obligated hereunder, the Borrowers shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrowers fail to make any such payment when due, the Borrowers, on a day which is not joint and several basis, shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a Business Day, it shall be made on the next Business Day, and result of any such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentfailure.