Common use of Manner of Payment Clause in Contracts

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each payment Upon notice by the Borrower on account Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the principal of or interest on Related Refinery Owner and the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable Relevant Asset Owner as to the Lenders under portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Agreement Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be made not later than 4:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account prima facie evidence of the Lenders entitled to such payment in Dollarsexistence, 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 nonpayment and shall wire advice of the amount of such credit to each LenderTaxes. Each payment The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the Administrative Agent on account extent any of them may be separately issued), at the principal of or interest on the Swingline Loans or of any feeRelevant Asset Owner’s sole cost and expense, commission or other amounts payable to the Swingline Lender shall be made by appropriate proceedings, diligently conducted 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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 good faith in accordance with Section 5.15(a)(ii)Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.

Manner of Payment. (a) Each payment (including any prepayment) by the Borrower on account of the principal of or interest on the Loans or of Loans, Revolving Commitment Fees and any fee, commission or other amounts (including the Reimbursement Obligation) payable 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 4:00 1:00 p.m. 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 L/C ParticipantsAgent, as the case may be, in Dollars in immediately available funds. Each Any payment to received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next Business Day. Receipt by the Administrative Agent of the Administrative Agent’s fees any payment intended for any Lender or expenses Lenders hereunder prior to 1:00 p.m. on any Business Day shall be made 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 any amount payable when due, the Administrative Agent will promptly notify the Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under Sections 5.9this Section 2.8, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for agrees to pay such Lender interest from the account of date such payment was due until paid at the applicable Lender. 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. (c) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement shall be or any of the other Loan Documents is specified to be made upon on 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 payable along any, in connection with such payment. . (d) Notwithstanding the foregoingforegoing clause (a), if there exists a Defaulting Lender, Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii2.16(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 or of and any fee, commission or other amounts (including the Reimbursement Obligation) payable 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 4:00 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 or the Administrative Agent, as the case may be, in Dollars, lawful money of the United States of America in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoeverfunds. Any payment received by the Administrative Agent after such time 1:00 p.m. (New York, New York 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 received on the next succeeding Business Day. Upon receipt Receipt by the Administrative Agent of each 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 paymentLender 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 each such Lender at its address for notices set forth herein its Commitment Percentage in respect the Lenders: (i) to the payment on a pro rata basis of the relevant Credit Facility (any fees or other applicable share as provided herein) of such payment expenses then due and shall wire advice of the amount of such credit to each Lender. Each payment payable to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts expenses then due and payable to the Swingline Lender shall be made 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 like manner, but for the account of the Swingline Lender. Each payment 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 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 L/C Participants, as the case may be. Each payment other Loan Document; and (iv) to the Administrative Agent payment of principal then due and payable on the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable Loans on a pro rata basis. (d) Subject to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to contrary provisions in the definition of Interest Period, if any payment under this Agreement shall be or any of the other Loan Documents is specified to be made upon on 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 payable along any, in connection 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. Each payment by Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower on account shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made such selection not later than 4:00 p.m. on the date specified for payment under this Agreement time set forth in Section 2.10(e) prior to the Administrative Agent at scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Administrative Agent’s Office for the account Borrower fails to make a timely selection of the Lenders entitled Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in immediately available funds and Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be made without any set off, counterclaim or deduction whatsoeverapplied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Any Each payment received after such time of a Borrowing of a Class shall be deemed applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a payment on result of the Borrower’s receipt of proceeds from a prepayment event in such date for Agreed Foreign Currency), the purposes Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of Section 10.1the remaining duration of their respective Interest Periods, but for all other purposes shall be deemed to have been made on commencing with such Borrowings with the next succeeding Business Day. Upon receipt by the Administrative Agent of each shortest remaining Interest Period, and, if after such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect balance of the relevant Credit Facility Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or other applicable share provide cover for outstanding Letters of Credit as provided hereincontemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of such payment and shall wire advice Revolving Credit Exposure in the order of the amount remaining duration of their respective Interest Periods, commencing with such credit to each Lender. Each payment to Borrowings with 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of shortest remaining Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by The Cash Bonus Pool for any fiscal year during the Borrower Term shall be determined after the close of such fiscal year. However, the Executive shall be permitted to draw during each fiscal year, on account a quarterly basis, against his anticipated allocation of the principal Cash Bonus Pool for such year, as follows: (i) Following each fiscal quarter, the Corporation shall determine a pro-rated Cash Bonus Pool amount for the period from the beginning of or interest on the Loans or fiscal year through the end of any feesuch fiscal quarter, commission or other amounts calculated as set forth in clauses (including x), (y) and (z) of Section 6(a) hereof. For purposes of such determination, Target EBITDA, Incentive EBITDA, Adjusted Incentive EBITDA and the Reimbursement Obligationamount described under subclause (II) payable of said clause (z), 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 Lenders Executive exceeds or is less than the Executive's draws under this Agreement 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 be made pay the difference to the participant not later than 4:00 p.m. on ninety (90) after the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account end of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoeverfiscal year. Any payment received after such time shall be deemed a payment on such date for If 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 allocated amount of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of Cash Bonus Pool to which the Executive is entitled is less than the amount of such credit to each Lender. Each payment the Executive's draws for the fiscal year, the Executive shall repay the difference to the Administrative Agent on account Corporation within one hundred twenty (120) days after the Corporation informs the Executive in writing of the principal 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 dispute on or interest on before the Swingline Loans or date payment of any feethe deficiency is otherwise due, commission or other amounts payable shall provide the Corporation with a statement of the basis for the dispute in reasonable detail and shall pay to the Swingline Lender 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 made in like manner, but for the account of the Swingline Lender. Each payment submitted 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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 arbitration in accordance with the procedures set forth in Section 5.15(a)(ii)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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, 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. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 L/C Participants' commissions shall be made in like manner, but for the account of the Swingline LenderL/C Participants. 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections Section 5.9, 5.10, 5.11 5.11, 5.12 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 L/C Participants' commissions shall be made in like manner, but for the account of the Swingline LenderL/C Participants. 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections Article IV or Section 5.9, 5.10, 5.11 5.11, 5.12 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 2:00 p.m. 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 entitled to such payment (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 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 10.111.1, 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 such Lender at its address for notices set forth herein Lending Office its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 applicable Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 2:00 p.m. 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 (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 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 10.111.1, 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 such Lender at its address for notices set forth herein Lending Office its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 4:00 1:00 p.m. (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 entitled to such payment (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 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections Article IV or Section 5.9, 5.10, 5.11 5.11, 5.12 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 2:00 p.m. 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 (other than as set forth below) pro rata in Dollarsaccordance with their respective Commitment Percentages, (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any set offsetoff, 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 10.112.1, 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 such Lender at its address for notices set forth herein Lending Office its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement shall be specified to be made 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 if 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. Each Except as otherwise expressly provided herein, each payment by the a Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 in Dollars, in immediately available funds and shall be made without any set offsetoff, 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 1:00 p.m. shall be deemed to have been made on the next succeeding Business DayDay 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 Pro Rata Share in respect of the relevant Credit Facility 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 LenderBank’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may beBank. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.92.07.3, 5.102.10, 5.11 2.11 or 12.3 10.08 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition definitions of Interest PeriodPeriod and Interest Payment Date, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, Lender each payment by the Borrower Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii2.14.1(b).

Manner of Payment. Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including without limitation the Reimbursement Obligation) payable to the Lenders under this Agreement or the Notes shall be made not later than 4:00 p.m. 1:00 p.m.(Philadelphia 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 (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 payment in Dollars, Alternate Currency Loan was made) in immediately available funds and shall be made without any set 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 10.111.1 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 Issuing Lender’s fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent Agent, and any amount payable to any Lender under Sections 5.9Section 4.6, 5.10Section 4.7, 5.11 Section 4.8, Section 4.9 or 12.3 Section 13.2 hereof shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii) hereof, if any payment under this Agreement or the Notes shall be specified to be made 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 if 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 prepayments) by the Borrower on account of the principal of or interest on the Loans or of Advances, fees, and any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders amount owed under this Agreement or any other Loan Document shall be made not later than 4:00 p.m. 12:00 noon (Dallas, 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 Lender's office, in lawful money of the Lenders entitled to such payment in Dollars, in United States of America constituting 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 funds. (or other applicable share as provided hereinb) 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if If any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day and such 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 any interest and fees, if payable along any, in connection with such payment. Notwithstanding . (c) Without waiving any other rights or recourse that the foregoingBorrower 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 there exists a Defaulting Lender, each 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 such Defaulting Lender hereunder the Facility A Advances, Facility B Advances and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be applied 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 5.15(a)(ii)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. Each payment The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile) of any repayment or prepayment hereunder (i) in the Borrower on account case of the principal repayment or prepayment of or interest a LIBO Rate Borrowing with an Interest Period not expiring on the Loans or date of any feepayment, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 2:00 p.m. (New York time) one Business Day before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Borrowing with Interest Periods expiring on the date specified for payment under this Agreement of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to the Administrative Agent at the Administrative Agent’s Office for the account be repaid or prepaid; provided that, if a notice of repayment or prepayment is given in connection with a conditional notice of termination of the Lenders entitled Revolving Commitments as contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 1.7. Promptly following receipt of any such notice relating 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 paymentBorrowing, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect advise the Lenders of the relevant Credit Facility (or other applicable share as provided herein) of Loans included in such payment and shall wire advice Borrowing of the amount of such credit to each Lendercontents thereof. Each payment to the Administrative Agent on account repayment or prepayment 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder Borrowing shall be applied ratably to the Loans included in accordance the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 1.10 and (B) any payments due pursuant to Section 2.9. 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 Base Rate Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with Section 5.15(a)(iithe shortest remaining Interest Period to be repaid first).

Manner of Payment. (a) Each payment (including prepayments) by the Borrower on account of the principal of or interest on the Loans or of Advances, fees, and any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders amount owed under this Agreement or any other Loan Document shall be made not later than 4:00 p.m. 12:00 noon (Dallas, 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 Lender's office, in lawful money of the Lenders entitled to such payment in Dollars, in United States of America constituting 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 funds. (or other applicable share as provided hereinb) 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if If any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day and such 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 any interest and fees, if payable along any, in connection with such payment. Notwithstanding . (c) Without waiving any other rights or recourse that the foregoingBorrower 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 there exists a Defaulting Lender, each 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 such Defaulting Lender hereunder the Revolving Credit Advances and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be applied made to the Administrative Lender for the account of the Lenders pro rata in accordance with Section 5.15(a)(ii)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. Each payment by Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower on account shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by electronic communication of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made such selection not later than 4:00 p.m. on the date specified for payment under this Agreement time set forth in Section 2.10(e) prior to the Administrative Agent at scheduled date of such repayment; provided that, each repayment of Borrowings within a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Administrative Agent’s Office for the account Borrower fails to make a timely selection of the Lenders entitled Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings and second, within each Class, to any remaining Borrowings in immediately available funds and the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Borrowing of a Class shall be made without applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any set offoutstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, counterclaim and thereafter repay or deduction whatsoeverprepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. Any payment received If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if 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 balance of the relevant Credit Facility Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or other applicable share provide cover for outstanding Letters of Credit as provided hereincontemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of such payment and shall wire advice Revolving Credit Exposure in the order of the amount remaining duration of their respective Interest Periods, commencing with such credit to each Lender. Each payment to Borrowings with 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of shortest remaining Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each payment Upon notice by Lessee to Lessor, Lessor and Lessee shall use commercially reasonable efforts to cause the Premises and the Relevant Assets (including all Additional Improvements but excluding Shared Access Facilities and any SUMF Assets) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by applicable Law). During the Term but subject to the provisions of Section 6.1, Lessee shall pay all Taxes assessed directly against the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. Until such time as Lessor and Lessee can cause the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) to be separately assessed as provided above, Lessee shall reimburse Lessor, upon request, for any such Taxes paid by Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Relevant Assets and the Additional Improvements), subject to the terms of Section 6.1. The certificate issued or given by the Borrower on account appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the principal of or interest on the Loans or of any feeexistence, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 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 nonpayment and shall wire advice of the amount of such credit to each LenderTaxes. Each payment Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the Administrative Agent on account extent any of the principal of or interest on the Swingline Loans or of any feeforegoing may be separately issued), commission or other amounts payable to the Swingline Lender shall be made at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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 good faith in accordance with Section 5.15(a)(ii)applicable Law. If Lessee contests such items then Lessor shall cooperate with Lessee in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such years that are coincident with the applicable tax years and for which each applicable Party is responsible.

Manner of Payment. Each payment by the Borrower on account of the The principal of or and premium, if any, and interest on the Loans Bonds shall be payable in any coin or 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. Payment of interest on any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement 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 Trustee or at such other address as is furnished to the Trustee in writing by such Owner not later than 4:00 p.m. the close of business on the date specified Record Date for payment under this Agreement such Interest Payment Date, or (ii) transmitted by wire transfer to the Administrative Agent at the Administrative Agent’s Office for the account with a member of the Lenders entitled 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 payment in DollarsRecord Date, but, 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 case 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 interest payable in respect of the relevant Credit Facility (or other applicable share as provided herein) a Flexible Segment, only upon presentation of such payment and shall wire advice Bond (if such Bond is not a Book-Entry Bond) at the Principal Office of the amount of such credit to Trustee for exchange or transfer in accordance with the provisions hereof, except, in each Lender. Each payment case, that, if and to the Administrative Agent on account extent that there shall be a default in the payment of the principal of or interest due on the Swingline Loans or of any feesuch Interest Payment Date, 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 defaulted interest shall be paid to the Administrative Agent for Owners in whose names any such Bonds are registered at the account close of business on the applicable Lenderfifth (5th) Business Day preceding the date of payment of such defaulted interest. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to All payments will be made 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 if 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)immediately available funds.

Manner of Payment. (a) Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. 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 (other than as set forth below) pro rata in Dollarsaccordance 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 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 DayDay for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall promptly 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 pro rata share as provided herein) 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 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 ParticipantsLenders’ commissions shall be made in like manner, but for the account of such the Issuing Lender or the L/C ParticipantsLenders, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made in like manner but for the account of the Administrative Agent Agent, and any amount payable to any Lender under Sections 5.9Section 6.8, 5.106.9, 5.11 6.10, 6.11 or 12.3 15.11 shall be paid to the Administrative Agent in like manner but for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 6.1(b)(ii), if any payment under this Agreement or any Note shall be specified to be made upon a day which is not a Business Day, it shall be deemed 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 if 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 foregoingcontrary, if there exists 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 Defaulting LenderBorrower 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, each to the payment by in full of cash collateral in respect of the Borrower 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 Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)order and manner as the Administrative Agent determines.

Manner of Payment. (a) Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the any Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 in Dollars, in immediately available funds funds, and shall be made without any set 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 10.111.1, 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 in respect of the relevant Credit Facility (or other applicable share except as provided hereinspecified below) 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 the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent Payment of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent Agent, and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be made 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 if 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. Each payment (a) All payments to be made by the Borrower on shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided, the Borrower shall make each payment under the Loan Documents to the Agent, in Dollars and in immediately available funds at the Agent’s Office, for the account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account Applicable Lending Offices of the Lenders entitled to such payment, by depositing such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoeverthe Agent’s Account not later than 11:00 a.m. on the due date thereof. Any payment payments received after such time 11:00 a.m. on any Business 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 received on the next succeeding Business Day. Upon receipt by Not later than 12:00 Noon on the Administrative Agent of each day such paymentpayment is made, 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 deliver 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 Applicable Lending Office, in Dollars and in immediately available funds, such Lender’s share of the payment so made. Delivery shall be made in like manner, but for accordance with the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment written instructions satisfactory to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable from time to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid time given to the Administrative 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 applicable 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. , in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. (c) If the Agent shall fail to deliver to any other Lender Party its share of any payment received from the Borrower as and when required by Section 2.9(a), the Agent shall pay to such Lender its share of such payment together with interest on such amount at the Federal Funds Rate, for each day from the date such amount was required to be paid to such Lender until the date the Agent pays such amount to such Lender. (d) Subject to Sections 2.10 and 7.3, all payments made by the definition of Interest PeriodBorrower under the Loan Documents shall be applied to the Obligations as the Borrower may direct; provided that if the Borrower does not provide any such direction to the Agent, 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 shall be specified to be made upon hereunder shall be stated to be due on a day which that is not a Business Day, it such payment shall be instead by made on the next succeeding day which is a Business Day (subject to accrual of interest and such extension fees for the period of time shall extension), except that, in such the case be included in computing any interest if payable along with such payment. Notwithstanding the foregoingof Euro-Dollar Rate Loans, if there exists a Defaulting Lenderthe extension would cause the payment to be made in the next following calendar month, each then such payment by shall instead be made on the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)preceding Business Day.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 in Dollars, in immediately available funds and shall be made without any set offsetoff, 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 10.18.1, 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.10, 5.104.11, 5.11 10.3 or 12.3 10.4(d) shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii4.15(a)(ii).

Manner of Payment. Each payment The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile) of any repayment or prepayment hereunder (i) in the Borrower on account case of the principal repayment or prepayment of or interest a LIBO Rate Borrowing with an Interest Period not expiring on the Loans or date of any feepayment, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. (New York time) three Business Days before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Borrowing with Interest Periods expiring on the date specified for payment under this Agreement of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to the Administrative Agent at the Administrative Agent’s Office for the account be repaid or prepaid; provided that, if a notice of repayment or prepayment is given in connection with a conditional notice of termination of the Lenders entitled Commitments as contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 1.7. Promptly following receipt of any such notice relating 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 paymentBorrowing, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect advise the Lenders 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 Lendercontents thereof. Each payment to the Administrative Agent on account repayment or prepayment 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder Borrowing shall be applied ratably to the Loans included in accordance the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 1.10 and (B) any payments due pursuant to Section 2.9. 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 Base Rate Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with Section 5.15(a)(iithe shortest remaining Interest Period to be repaid first).

Manner of Payment. Each Borrower shall make each payment by hereunder and under the Borrower on account of the principal of Notes without deduction, setoff or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made counterclaim not later than 4:00 p.m. 11:00 A.M. (Local Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s Office Account 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 entitled payment of any other amount payable to any Lender 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 its Applicable Lending Office, in each case to be applied in accordance with the Swingline Lenderterms of this Agreement. Each payment 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 Agent’s receipt of any Issuing such Lender’s fees Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C ParticipantsCurrent Termination Date, as the case may be. Each payment to , the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the Administrative Agent’s fees or expenses shall be made for interest assumed thereby to the account Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall 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 Assumption (which shall not include any amount payable Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. The making by any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid Borrower of any payment to the Administrative Agent for the account of any Lender as herein provided shall pro tanto discharge the applicable Lender. Subject to the definition relevant obligation of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)Lender.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 3:00 p.m. 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, 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. Each Except as specifically provided herein, each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 2:00 p.m. 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 (other than as set forth below) pro rata in accordance with their respective Commitment Percentages or, with respect to any such payment in Dollarsaccordance 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 set offsetoff, 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 10.112.1, 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 such Lender at its address for notices set forth herein Lending Office its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding anything to the foregoingcontrary in this Section, if there exists a Defaulting Lender, each payment by to the Borrower to such Defaulting Lender extent that any Revolving Credit Loans made hereunder shall be applied are made in accordance with Section 5.15(a)(ii)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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 (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 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 10.111.1, 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 prorata share as provided herein) 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 of, or interest on on, the Swingline Loans or of any fee, commission or other amounts amount payable to the Swingline Lender Lenders shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by Subject to the Borrower on account of First Payment Milestone referred to in Section 3.3 below, the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) Purchase Price shall be payable to the Lenders under this Agreement Seller as follows: (a) On the First Payment Date: (1) the First Payment shall be made paid not later than 4:00 p.m. on 11:00 a.m. through the date specified for payment under this Agreement delivery of two (2) manager’s checks payable to the Administrative Agent at Seller covering the Administrative Agent’s Office amount thereof; and (2) the Purchasers shall deliver to the Seller, as security for the account Second Payment and the Final Payment, an irrevocable standby letter(s) of credit from an issuing bank, and under terms and conditions, acceptable to the Seller covering the amount of the Lenders entitled to such payment in DollarsSecond Payment (the “Second Payment SBLC”) and the Final Payment (the “Final Payment SBLC”), in immediately available funds and the form of Annex F. (b) On the Second Payment Date, the Second Payment shall be made without any set offpaid through the delivery of two (2) manager’s checks payable to the Seller covering the amount thereof. If the Purchasers fail to pay the full amount of the Second Payment by 11:00 a.m. of the Second Payment Date, counterclaim or deduction whatsoever. Any payment received after such time failure shall be deemed a payment as non-performance of the Purchasers’ obligations to pay the Second Payment in full on such date for date. The Seller shall have the purposes right to immediately and unconditionally draw any unpaid portion of Section 10.1the Second Payment under the Second Payment SBLC. (c) On the Final Payment Date, but for all other purposes the Final Payment shall be paid through the delivery of two (2) manager’s checks payable to the Seller covering the amount thereof. If the Purchasers fail to pay the full amount of the Final Payment by 11:00 a.m. of the Final Payment Date, such failure shall be deemed as non-performance of the Purchasers’ obligations to pay the Final Payment in full on such date. The Seller shall have been made on the next succeeding Business Day. Upon receipt right to immediately and unconditionally draw any unpaid portion of the Final Payment under the Final Payment SBLC. (d) For the avoidance of doubt, the Seller hereby agrees that the delivery of the two (2) manager’s checks for the First Payment, the Second Payment, and the Final Payment, including any amount drawn from the Second Payment SBLC and/or the Final Payment SBLC, if appropriate, shall be deemed full compliance by the Administrative Agent of each such paymentPurchasers with their obligation to pay the Purchase Price, 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 without prejudice 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 obligation to make additional payments to the Swingline Lender shall be made in like manner, but for the account Seller (if any) pursuant to Article VI 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)Agreement.

Manner of Payment. Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including including, without limitation, the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Cleveland 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 (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 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 10.112.1 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 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 pro rata share as provided herein) 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 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 the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent Agent, and any amount payable to any Lender under Sections 5.94.8, 5.104.9, 5.11 4.10, 4.11 or 12.3 14.2 hereof shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii) hereof, if any payment under this Agreement or any Loan Document shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 (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 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 10.111.1, 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 pro rata share as provided herein) 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 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 the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 (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 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, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(c), if any payment under this Agreement shall be specified to be made 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 if 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. Eagle shall submit an invoice (each, an “Invoice”) to DFA on each day on which DFA Milk leaves the Plant at DFA’s address set forth above, or at such other location designated by DFA from time to time in writing to Eagle. Each payment by Invoice will reflect the Borrower on account of Costs for the principal of or interest Conversion Activity based on the Loans product of (A) the actual number of pounds of DFA Milk produced, manufactured and/or converted during such Invoice period and (B) the budgeted Tolling Fee per pound of producing, manufacturing and/or converting DFA Milk set forth in the Budget. Payment shall be due on the tenth business day after the Invoice date. On or before the twelfth business day of any feeeach month, commission or other amounts Eagle shall submit to DFA a financial report for Cost of all Conversion Activity undertaken in the preceding calendar quarter (including each, an “Adjusted Budget”), each of which shall reflect the Reimbursement Obligation) payable actual Costs incurred by Eagle during the preceding calendar quarter in undertaking the Conversion Activity. If the payment due under an Adjusted Budget represents an amount that is greater than the payments made by DFA pursuant to the Lenders under this Agreement Invoices submitted in the calendar quarter covered by such Adjusted Budget (a “Positive Invoice Differential”), then the Tolling Fee set forth in the next Invoice submitted to DFA shall be made not later than 4:00 p.m. 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 a charge 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 LenderPositive Invoice Differential. Each If the payment due under an Adjusted Budget represents an amount that is less than the payments made by DFA pursuant to the Administrative Agent on account of Invoices submitted in the principal of or interest on calendar month covered by such Adjusted Budget (a “Negative Invoice Differential”), then the Swingline Loans or of any fee, commission or other amounts payable Tolling Fee set forth in the next Invoice submitted to the Swingline Lender DFA shall be made a credit in like manner, but for the account amount of the Swingline Lendersuch Negative Invoice Differential. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions The Negative Invoice Differential shall be made in like manner, but for deducted from the account number of such Issuing Lender or subsequent Invoices necessary to render the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)adjustment complete.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement ObligationObligations) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 (other than as set forth below), in Dollars, in immediately available funds and shall be made without any set 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 10.111.1, 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 pro rata share as provided herein) 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 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 an Issuing Lender’s fees or Fronted L/C Participants’ commissions shall be made in like manner, but for the account of such the applicable Issuing Lender or the Fronted L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(c), if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 2:00 p.m. 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 entitled to such payment (other than as set forth below) pro rata in Dollarsaccordance with their respective Commitment Percentages, (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any set offsetoff, 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 10.112.1, 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 such Lender at its address for notices set forth herein Lending Office its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 applicable Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 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 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 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 any the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, 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. 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 date by the Person entitled to receive such payment; provided that, in the case of any such payment due on 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 agency of the Bank maintained for that purpose in The City of New York (or at any other office or agency maintained by the Bank for that purpose) in time for the Paying Agent to make such payment in such funds in accordance with its normal procedures. Such account designation shall be made by transmitting the appropriate information to the U.S. Trustee at its Corporate Trust Office, ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, by mail, hand delivery, telecopier or in any other manner approved by the U.S. Trustee. Unless revoked, any such account designation made with respect to any Supplemental Obligation by the 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 required account designation has not been received by the 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 the Trustee’s receipt of such a designation meeting the requirements specified above, with the same force and effect as if made on the due date. The Bank will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect to this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from the payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 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 Bank or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Paying Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each payment Upon notice by Lessees to Lessor, Lessor and Lessees shall use commercially reasonable efforts to cause the Premises and the Relevant Assets (including all Additional Improvements but excluding Shared Access Facilities and any SUMF Assets) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by applicable Law). During the Term but subject to the provisions of Section 6.1, Lessees shall pay all Taxes assessed directly against the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. Until such time as Lessor and Lessees can cause the Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) to be separately assessed as provided above, Lessees shall reimburse Lessor, upon request, for any such Taxes paid by Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessees as to the portion of such Taxes attributable to the Premises, the Relevant Assets and the Additional Improvements), subject to the terms of Section 6.1. The certificate issued or given by the Borrower on account appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the principal of or interest on the Loans or of any feeexistence, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 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 nonpayment and shall wire advice of the amount of such credit to each LenderTaxes. Each payment Lessees may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the Administrative Agent on account extent any of the principal of or interest on the Swingline Loans or of any feeforegoing may be separately issued), commission or other amounts payable to the Swingline Lender shall be made at Lessees’ sole cost and expense, by appropriate proceedings, diligently conducted 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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 good faith in accordance with Section 5.15(a)(ii)applicable Law. If Lessees contest such items then Lessor shall cooperate with Lessees in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such years that are coincident with the applicable tax years and for which each applicable Party is responsible.

Manner of Payment. (a) Each payment (including any prepayment) by the Borrower on account of the principal of or interest on the Loans or of Loans, commitment fees and any fee, commission or other amounts (including the Reimbursement Obligation) payable 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 4:00 1:00 p.m. (Atlanta, Georgia 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 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 L/C ParticipantsAgent, as the case may be, in lawful money of the United States of America in immediately available funds. Each Any payment received by the Administrative Agent after 1:00 p.m. (Atlanta, 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. (Atlanta, 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 Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.9, 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, 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 the applicable Lender has complied with Section 2.13 hereof, if the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the such 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 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 of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9such Lender, 5.10as applicable, 5.11 or 12.3 shall be that such deducted amounts have been paid to the Administrative Agent 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 account good faith judgment of the applicable such Lender be otherwise disadvantageous to such Lender. . (c) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement shall be or any of the other Loan Documents is specified to be made upon on 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 payable along any, in connection with such payment. Notwithstanding . (d) Prior to the foregoingdeclaration of an Event of Default under Section 8.2 hereof, if there exists a Defaulting Lender, each payment some but less than all amounts due from the Borrower are received by the Borrower Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such Defaulting Lender hereunder shall be applied 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 5.15(a)(ii)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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall All payments will be made not later than 4:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account in United States of the Lenders entitled to such payment in Dollars, America (“United States”) dollars in immediately available funds and shall be made without any set defense, set-off, counterclaim or deduction whatsoeverof any kind on the due dates of such payments. Any Payments will be made to the Payee’s address set forth in this Note (or such other payment received after address as may be designated by the Payee upon written notice to the Maker) by 11:00 a.m. (time at the payment address) on the due date for such time shall payments. If any payment on this Note will be due and payable on any day that is not a Business Day, such payment will be deemed a due on the next following Business Day, and interest will be payable at the interest rate on this Note (including the Default Interest Rate, as applicable) through such Business Day. Payment received by the Payee at the payment on such date for address after 11:00 a.m. (time at the purposes of Section 10.1, but for all other purposes shall payment address) will be deemed to have been made on the next succeeding Business DayDay after such receipt in the Payee’s discretion. Upon receipt Any payments by check will be accepted subject to collection in immediately available funds. Payments will be applied to interest, principal, late charges, fees and Collection Costs (herein defined) in such order as the Payee may determine in the Payee’s discretion. If at any time any payment made by the Administrative Agent Maker under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of each such paymentthe Maker or for any other reason, the Administrative Agent shall distribute Maker’s obligation to each make 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall Note will be specified to be made upon reinstated as though such payment had not been made. As used in this Note, “Business Day” means any day that is (a) a day Monday, Tuesday, Wednesday, Thursday or Friday on which is banks in the Governing Jurisdiction (herein defined) are open for the transaction of a substantial part of their commercial banking business and (b) not a Business Day, it shall be made on legal holiday in the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if 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)Governing Jurisdiction.

Manner of Payment. Each Lessee shall pay directly to the applicable taxing authority, prior to delinquency, all Taxes that are separately assessed against the Leased Premises, the Lessee Assets and the Additional Improvements, and, if requested by Lessor, shall promptly thereafter provide Lessor with evidence of such payment. Lessor shall be responsible for the payment by of all Taxes that are jointly assessed against the Borrower Lake ▇▇▇▇▇▇▇ Complex and the Leased Premises, the Lessee Assets and any Additional Improvements, and Lessee shall reimburse Lessor for Lessee’s reasonable share (allocated on account an equitable basis mutually acceptable to Lessor and Lessee) of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement costs and expenses incurred by Lessor in paying such Taxes. Such reimbursement payments shall be made not later than 4:00 p.m. on by Lessee within 30 days after Lessor’s delivery to Lessee of the date specified for payment under this Agreement applicable tax ▇▇▇▇ or bills and a calculation of Lessee’s share of the tax reimbursement payments. Lessee may contest, at Lessee’s sole cost and expense, by appropriate proceedings diligently conducted in good faith in accordance with applicable Laws, the validity or amount of any Taxes or the valuation of the Leased Premises and/or the Lessee Assets and the Additional Improvements, but only to the Administrative Agent extent the foregoing are separately assessed, and Lessor shall reasonably cooperate with Lessee, at the Administrative AgentLessee’s Office for the account of the Lenders entitled to such payment in Dollarscost, in immediately available funds any such contest. Additionally, Lessee shall have the right to request that Lessor contest any Taxes that are jointly assessed against the Lake ▇▇▇▇▇▇▇ Complex 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 paymentLeased Premises, the Administrative Agent Lessee Assets and any Additional Improvements, and, if Lessor agrees in its reasonable discretion that such contest is necessary or desirable, Lessor shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of contest the relevant Credit Facility (validity 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 Taxes or the Administrative Agent on account valuation of the principal Lake ▇▇▇▇▇▇▇ Complex; the cost of or interest any such contest by Lessor shall be allocated between Lessor and Lessee on a mutually acceptable, equitable basis. Taxes for the first and last years of the Term shall be prorated between the Parties based 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 portions of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of years that are coincident with the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon a day tax years and for which each applicable Party 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 if 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)responsible.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 (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 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 10.111.1, 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 pro rata share as provided herein) 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 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 the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9Section 4.9, 5.10Section 4.10, 5.11 Section 4.11 or 12.3 Section 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by Tenant shall pay Fixed Monthly Rent and Additional Rent immediately upon the Borrower on account of the principal of or interest on the Loans or of any feesame becoming due and payable, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 in Dollarswithout demand therefor, in immediately available funds and shall be made without any abatiment except as set offforth in this Lease, counterclaim set off or deduction whatsoever, except as may be expressly provided in this Lease. Any payment received Landlord's failure to submit statements to Tenant stating the amount of Fixed Monthly Rent or Additional Rent then due, including Landlord's failure to provide to Tenant a calcdlation of the adjustment as required in Section 3.3 or the Escalation Statement referred to in Artiqle 4, shall not constitute Landlord's waiver of Tenant's requirement to pay the Rent called for herein, unless Landlord fails to provide an Escalation Statement described in Article 4 within three (3) years after the calendar year to which such time shall be deemed a payment on such date for the purposes of Section 10.1Escalation Statement is applicable, but for all other purposes shall be in which event Landlord shalllbe deemed to have waived its right to collect any Additional Rent for such calendar year for which Tenant had not theretofore been made billed. Tenant's failure to pay Additional Rent as, provided herein shall constitute a material default equal to Tenant's failure to pay Fixed Monthly Rent when due. Rent shall be payable in advance on the next succeeding Business Day. Upon receipt by the Administrative Agent first day of each such paymentand every calendar month throughout the Term, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect lawful money of the relevant Credit Facility (United States of America, to Landlord at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other applicable share place(s) as provided herein) Landlord designates in writing to Tenant. Tenant's obligation to pay Rent shall begin on the Commencement Date and continue throtighout the Tenn, without abatement, setoff or deduction, except as otherwise specified hcreinbelow. Concurrent with Tenant's execution and delivery to Landlord of such payment and this Lease, Tenant shall wire advice pay to Landlord the Fixed Monthly Rent due for the first month 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)Term.

Manner of Payment. Each payment (a) The Borrowers agree to pay principal, interest, fees and all other amounts due hereunder or under any other Loan Document without set-off or counterclaim or any deduction whatsoever and free and clear of all taxes and levies (other than withholding taxes), unless required by Applicable Law. If the Borrower on account of the principal of Borrowers are required by Applicable Law to deduct any taxes other than Excluded Taxes (“Taxes”) from or interest on the Loans or in respect of any fee, commission or other amounts (including the Reimbursement Obligation) sum payable to the Lenders Lender hereunder, under any Note or under any other Loan Document: (i) the Borrowers shall increase the amount payable hereunder or thereunder, as 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 made not later than 4:00 p.m. on increased accordingly; (ii) the date specified for payment under this Agreement Borrowers shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the Administrative Agent at relevant taxing authority as required by Applicable Law; and (iii) the Administrative Agent’s Office 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 accordance with Applicable Law. (c) The Borrowers shall indemnify the Lender, promptly after written demand therefore, for the account full amount 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 Taxes (including Other Taxes) paid 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 L/C Participants, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers or under any other Loan Document (including Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7) and 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. Each payment A certificate as to the Administrative Agent amount of such payment or liability delivered to the Administrative Agent’s fees or expenses Borrowers by the Lender shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)conclusive absent manifest error.

Manner of Payment. Prior to any repayment of any Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be paid and shall notify Administrative Agent of such selection in writing signed by Borrower (which signed written notice may be delivered via facsimile or email transmission to the numbers and/or email addresses set forth in Section 2.03) not later than 11:00 a.m., New York City time, three (3) Business Days before the scheduled date of such repayment in the case of a Eurodollar Borrowing and one (1) Business Day before the scheduled date of such repayment in the case of a Base Rate Borrowing; provided that, subject to the provisions of Article VIII, each repayment of Borrowings shall be applied to repay any outstanding Base Rate Borrowings of Borrower before any other Borrowings of Borrower. If 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 Base Rate Borrowings of Borrower and, second, to other Borrowings of Borrower 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 by of a Borrowing shall be applied first to repay any Swingline Loan, as applicable, second, to repay any outstanding Revolving Loans (other than any Swingline Loan) without reduction of Revolving Loan Commitments, and third, to repay the Borrower Term Loan. Whenever any payment due hereunder shall be stated to be due on account of the principal of or interest on the Loans or of any feea day that is not a Business Day, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement such payment shall be made not later than 4:00 p.m. 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 first Business Day thereafter. All such payment in Dollars, in immediately available funds and payments shall be made irrespective of, and without any set offdeduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the collection or deduction whatsoeverenforcement thereof, including attorneys’ fees and court costs. Any payment received after such time shall be deemed a payment on such date for All payments (other than 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 initial funding of the relevant Credit Facility (or other applicable share as provided hereinLoan) 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 by 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 mannernot later than 11:00 a.m. New York City time on the day such payment is due, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment Lenders by the Borrower deposit to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)account as Administrative Agent may designate by written notice to Borrower.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 on account of the principal of Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.3, 5.8, 5.9, 5.10, 5.11 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by (a) For the Borrower on account purpose of estimating the principal Common Operating Expenses during each subsequent year after the Base Year, prior to each December 31st during the Lease Term Landlord shall estimate the amount of or interest on Common Operating Expenses and Tenant’s Proportionate Share of Common Operating Expenses for the Loans or ensuing calendar year or, if applicable, remaining portion thereof and notify Tenant in writing of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement such estimate. Such estimate shall be made by Landlord in the exercise of its sole discretion and not later than 4:00 p.m. on subject to arbitration. (b) On or before April 30th during the date specified for payment under this Agreement to Lease Term, or as soon thereafter as reasonably practical, Landlord shall give Tenant a Statement (“Statement”) showing Tenant the Administrative Agent at the Administrative Agent’s Office amount of actual Common Operating Expenses for the account previous calendar year. Delay by Landlord in providing to Tenant any Statement shall not relieve Tenant from the obligation to pay any Expense increase upon the rendering of such Statement. If Tenant’s Proportionate Share of Common Operating Expenses for such calendar year proves to be greater than the estimated amount, Landlord shall invoice Tenant for the deficiency as soon as practicable after the amount of underpayment has been determined, and Tenant shall pay such deficiency to Landlord within fifteen (15) days following its receipt of such invoice. If, however, Tenant’s Proportionate Share of Common Operating Expenses for such calendar year is lower than the estimated amount, Tenant shall receive a credit toward the next ensuing monthly payment or payments of the Lenders entitled to estimated amount of Tenant’s Proportionate Share of Common Operating Expenses in an amount of such payment overpayment until depleted, provided however that (i) in Dollars, in immediately available funds and no event 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 Tenant’s Proportionate Share of Section 10.1, but for all other purposes shall Common Operating Expenses be deemed to have been made on be less than zero, and (ii) in 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 event of the relevant Credit Facility (expiration or other applicable share termination of this Lease, Tenant shall be refunded such overpayment as provided herein) of such payment and shall wire advice of soon as practicable thereafter after 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)overpayment has been determined.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 on account of the principal of Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 12.3 14.2 shall be promptly paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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 or of Loans, commitment fees and any fee, commission or other amounts (including the Reimbursement Obligation) payable 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 4:00 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 's Office, for the account of the Lenders entitled to such payment or the Administrative Agent, as the case may be, in Dollars, lawful money of the United States of America in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoeverfunds. Any payment received by the Administrative Agent after such time 1:00 p.m. (New York, New York 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 received on the next succeeding Business Day. Upon receipt 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 Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.9, 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, 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 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such paymentLender'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 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 on a pro rata basis to each such Lender at its address for notices set forth herein its Commitment Percentage the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans; (iii) to the payment of all other amounts not otherwise referred to in respect of the relevant Credit Facility (or other applicable share as provided hereinthis Section 2.9(c) of such payment then due and shall wire advice of the amount of such credit to each Lender. Each payment payable to the Administrative Agent on account or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal of or interest then due and payable 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable Loans. (d) Subject to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to contrary provisions in the definition of Interest Period, if any payment under this Agreement shall be or any of the other Loan Documents is specified to be made upon on 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 payable along any, in connection 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. Each payment Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) in the case of Fixed Rent and recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (b) 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 setoff or counterclaim. If Tenant pays Fixed Rent by wire transfer, then Tenant shall not be in default of Tenant’s obligation to pay any 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 or of any feepayment so wired, commission or other amounts (including but shall toll the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. on the due 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 in Dollars, in immediately available until the wired 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 Daylocated. 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 All Rent shall 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 Administrative Agent date of 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 New York, New York as shall be designated by Landlord in a notice to Tenant) to be in effect at its principal office in New York, New York (the “Base Rate”) plus 3% per annum and (ii) the 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 account 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 Tenant subject to Section 7.13 hereof. Notwithstanding anything to the contrary contained in this Lease, Fixed Rent shall be due and payable on the first day of the applicable Lender. Subject month and failure to pay such Rent on or prior to the definition first day of Interest Period, if any payment month shall be considered a default under this Agreement Lease and interest shall be specified to be made upon a accrue as provided in this Section 3.07 from and after the first day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day Rent becomes due and such extension of time shall in such case be included in computing any interest if 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)payable.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 3:00 p.m. 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (subject to Article III, including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.111.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the principal of Issuing Lender or interest on the Swingline Loans or of any feeL/C Participants, commission or other amounts payable as the case may be. Each payment to the Administrative Agent made in connection with a Swingline Lender Loan 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative applicable Agent and any amount payable to any Lender under Sections 5.94.8, 5.104.9, 5.11 4.10, 4.11 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by the Borrower on account (a) The principal amount of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) all Outstandings shall be due and payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 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 benefit of each such paymentLender, the Administrative Agent shall distribute to Competitive Bid Lender, 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 Issuer or the L/C ParticipantsSwing Line Lender, as the case may be, in full on the Termination Date applicable to such Lender, Competitive Bid Lender, L/C Issuer or Swing Line Lender, as the case may be, or earlier as specifically provided herein. Such principal amount shall be recorded in Dollars as set forth in Section 2.3. The repayment of such principal amount shall be made in Dollars if the Loan was made in Dollars. If the Loan was made in an Alternative Currency, the portion of the Revolving Credit Outstandings attributable to each Advance (or the Continuation thereof) and the portion of Competitive Bid Outstandings attributable to each Competitive Bid Borrowing (each as determined from the Agent’s records) shall be repaid in the same Alternative Currency as such Advance or Competitive Bid Borrowing. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Administrative Agent of Lenders, the Administrative Competitive Bid Lenders, the Agent’s fees , each L/C Issuer or expenses the Swing Line Lender with respect to any Loan, shall be made for to the account Agent (i) in Dollars at the Principal Office in the case of Loans made in Dollars and (ii) in the same Alternative Currency at the Funding Bank in the case of Loans made in Alternative Currencies, in immediately available funds without setoff, recoupment, deduction or counterclaim on or before 2:00 P.M. on the date such payment is due; provided that in the case of Competitive Bid Loans made in Alternative Currencies, such payment shall be made to the applicable Competitive Bid Lender at the Funding Bank. The Borrower shall give the Agent not less than one (1) Business Day prior written notice of any payment of principal, such notice to be given prior to 2:00 P.M. and to specify the date the payment will be made and the Loan to which payment relates. In the case of Loans made in Dollars, the Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 Borrower with the Agent. (b) Any payment made by or 12.3 on behalf of the Borrower shall be paid made both (i) in Dollars in the case of Loans made in Dollars and in the required Alternative Currency in the case of Loans made in Alternative Currencies and in immediately available funds and (ii) prior to 2:00 P.M. on the Administrative Agent for date such payment is to be made. Any such payment shall not be deemed to be received until the account of time such funds become available. Interest shall continue to accrue at the applicable Lender. Subject Default Rate on any principal or fees as to which no payment is made from the definition of Interest Period, if date such amount was due and payable until the date such funds become available. (c) In the event that any payment under this Agreement shall be specified to be made upon hereunder becomes due and payable 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 day which is a Business Day unless provided otherwise under the definition of “Interest Period”; provided, however that interest shall continue to accrue during the period of any such extension; and provided further, however, that in no event shall any such extension of time shall in such case due date be included in computing any interest if payable along with such payment. Notwithstanding extended beyond 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)final Termination Date.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 entitled to such payment (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 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 10.112.1, 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 pro rata share as provided herein) 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 Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 14.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement shall be specified to be made 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 if 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. Each Lessee shall pay directly to the applicable taxing authority, prior to delinquency, all Taxes that are separately assessed against the Leased Premises, the Lessee Assets and the Additional Improvements, and, if requested by Lessor, shall promptly thereafter provide Lessor with evidence of such payment. Lessor shall be responsible for the payment by of all Taxes that are jointly assessed against the Borrower ▇▇▇▇▇▇▇ City Complex and the Leased Premises, the Lessee Assets and any Additional Improvements, and Lessee shall reimburse Lessor for Lessee’s reasonable share (allocated on account an equitable basis mutually acceptable to Lessor and Lessee) of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement costs and expenses incurred by Lessor in paying such Taxes. Such reimbursement payments shall be made not later than 4:00 p.m. on by Lessee within 30 days after Lessor’s delivery to Lessee of the date specified for payment under this Agreement applicable tax ▇▇▇▇ or bills and a calculation of Lessee’s share of the tax reimbursement payments. Lessee may contest, at Lessee’s sole cost and expense, by appropriate proceedings diligently conducted in good faith in accordance with applicable Laws, the validity or amount of any Taxes or the valuation of the Leased Premises and/or the Lessee Assets and the Additional Improvements, but only to the Administrative Agent extent the foregoing are separately assessed, and Lessor shall reasonably cooperate with Lessee, at the Administrative AgentLessee’s Office for the account of the Lenders entitled to such payment in Dollarscost, in immediately available funds any such contest. Additionally, Lessee shall have the right to request that Lessor contest any Taxes that are jointly assessed against the ▇▇▇▇▇▇▇ City Complex 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 paymentLeased Premises, the Administrative Agent Lessee Assets and any Additional Improvements, and, if Lessor agrees in its reasonable discretion that such contest is necessary or desirable, Lessor shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of contest the relevant Credit Facility (validity 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 Taxes or the Administrative Agent on account valuation of the principal ▇▇▇▇▇▇▇ City Complex; the cost of or interest any such contest by Lessor shall be allocated between Lessor and Lessee on a mutually acceptable, equitable basis. Taxes for the first and last years of the Term shall be prorated between the Parties based 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 portions of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of years that are coincident with the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon a day tax years and for which each applicable Party 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 if 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)responsible.

Manner of Payment. Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or the Note shall be made not later than 4:00 1:00 p.m. (Baltimore, Maryland 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 (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 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 10.111.1, 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 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 pro rata share as provided herein) 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 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 the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 any Section of this Agreement relating to payments due to the Lenders shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if If any payment under this Agreement or the Note shall be specified to be made 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 if payable along with such payment. Notwithstanding Anything in the foregoingforegoing to the contrary notwithstanding, if there exists a Defaulting 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, each payment by at the Borrower to applicable rate, from the date such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)advances its Percentage Commitment of such Loan.

Manner of Payment. Each payment Lessor and Lessee shall use commercially reasonable efforts to cause the Premises and the Terminal (including all Terminal Facilities) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by applicable Law). During the Term, Lessee shall pay all Taxes assessed directly against the Premises, the Terminal and the Terminal Facilities directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. In the event Lessor and Lessee are unable to cause the Premises, the Terminal and/or the Terminal Facilities to be separately assessed as provided above, Lessee shall pay or reimburse Lessor, upon request, for any such Taxes paid by Lessor to the applicable taxing authorities (the “Tax Reimbursement”). The Tax Reimbursement shall be equal to the total portion of such Taxes attributable to the Premises, Terminal and/or the Terminal Facilities, as determined in the reasonable discretion of Lessor, provided however, if the Premises are not rendered as a separate tax parcel the Tax Reimbursement as to the Premises shall equal the product of the total portion of Taxes relating to the combined land area of the Refinery and the Premises multiplied by a fraction, the numerator of which is the actual number of square feet of the Premises and the denominator of which is the total number of square feet of the combined land area of the Refinery and the Premises at the time of the assessment. The certificate issued or given by the Borrower on account appropriate officials authorized or designated by applicable Law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the principal of or interest on the Loans or of any feeexistence, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 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 nonpayment and shall wire advice of the amount of such credit to each LenderTaxes. Each payment to Lessee may contest the Administrative Agent on account validity or amount of any such Taxes or the valuation of the principal of or interest on Premises and/or the Swingline Loans or of any feeTerminal and the Terminal Facilities, commission or other amounts payable to the Swingline Lender shall be made at Lessee’s sole cost and expense, by appropriate proceedings, diligently conducted 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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 good faith in accordance with Section 5.15(a)(ii)applicable Law. If Lessee contests such items, then Lessor shall cooperate with Lessee in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Terminal and the Terminal Facilities. Taxes for the first and last years of the Term shall be prorated between the parties based on the portions of such years that are coincident with the applicable tax years and for which each applicable party is responsible.

Manner of Payment. Each payment by Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower on account shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made such selection not later than 4:00 p.m. on the date specified for payment under this Agreement time set forth in Section 2.10(e) prior to the Administrative Agent at scheduled date of such repayment; provided that, each repayment of Borrowings withinto any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Administrative Agent’s Office for the account Borrower fails to make a timely selection of the Lenders entitled Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in immediately available funds and Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be made without any set off, counterclaim or deduction whatsoeverapplied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Any Each payment received after such time of a Borrowing of a Class shall be deemed applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a payment on result of the Borrower’s receipt of proceeds from a prepayment event in such date for Agreed Foreign Currency), the purposes Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of Section 10.1the remaining duration of their respective Interest Periods, but for all other purposes shall be deemed to have been made on commencing with such Borrowings with the next succeeding Business Day. Upon receipt by the Administrative Agent of each shortest remaining Interest Period, and, if after such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect balance of the relevant Credit Facility Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or other applicable share provide cover for outstanding Letters of Credit as provided hereincontemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of such payment and shall wire advice Revolving Credit Exposure in the order of the amount remaining duration of their respective Interest Periods, commencing with such credit to each Lender. Each payment to Borrowings with 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of shortest remaining Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each Borrower shall make each payment by the Borrower on account of the principal of hereunder without deduction, setoff or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made counterclaim not later than 4:00 p.m. 11:00 A.M. (Local Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s Office Account 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 entitled payment of any other amount payable to any Lender 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 its Applicable Lending Office, in each case to be applied in accordance with the Swingline Lenderterms of this Agreement. Each payment Upon any Additional Commitment ▇▇▇▇▇▇ 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 of any Issuing LenderAgent’s fees or L/C Participants’ commissions shall be made in like manner, but for the account receipt of such Issuing Lender ▇▇▇▇▇▇’s Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or the L/C ParticipantsCurrent Termination Date, as the case may be. Each payment to , the Administrative Agent shall make all payments hereunder issued in connection therewith in respect of the Administrative Agent’s fees or expenses shall be made for interest assumed thereby to the account Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption (which shall not include any amount payable Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. The making by any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid Borrower of any payment to the Administrative Agent for the account of any Lender as herein provided shall pro tanto discharge the applicable Lender. Subject to the definition relevant obligation of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)Lender.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. 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 (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 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 10.111.1, 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 pro rata share as provided herein) 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 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 the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement Agreement, any Note or any other Loan Document shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages or Term B Loan Percentages, as applicable, (except as specified below), in Dollars, in immediately available funds and shall be made without any set 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) of such payment in accordance with such Lender's Revolving Credit Commitment Percentage or Term B 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 on account of the principal of Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each Borrower shall make each payment by hereunder and under the Borrower on account of the principal of Notes without deduction, setoff or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made counterclaim not later than 4:00 p.m. 11:00 A.M. (Local Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s Office Account 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 entitled payment of any other amount payable to any Lender 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 its Applicable Lending Office, in each case to be applied in accordance with the Swingline Lenderterms of this Agreement. Each payment 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 Agent’s receipt of any Issuing such Lender’s fees Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C ParticipantsCurrent Termination Date, as the case may be. Each payment to , the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the Administrative Agent’s fees or expenses shall be made for interest assumed thereby to the account Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall 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 Assumption (which shall not include any amount payable Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. The making by any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid Borrower of any payment to the Administrative Agent for the account of any Lender as herein provided shall pro tanto discharge the applicable Lender. Subject to the definition relevant obligation of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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).Lender. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Manner of Payment. Each payment Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) in the case of Fixed Rent and recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (b) 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 times provided herein without notice or demand and without setoff or counterclaim. If Landlord shall direct Tenant to pay Fixed Rent by wire transfer, then Tenant shall not be in default of Tenant's obligation to pay any 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 or of any feepayment so wired, commission or other amounts (including but shall toll the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. on the due 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 in Dollars, in immediately available until the wired 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 Daylocated. 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 All Rent shall 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 Administrative Agent date of Landlord's receipt thereof at the lesser of (i) the base rate from time to time to announced by Citibank, N.A. (or if Citibank, N.A. shall not exist, such other major bank in New York, New York as shall be designated by Landlord in a notice to Tenant) to be in effect at its principal office in New York, New York (the "BASE RATE") plus 3% per annum or (ii) the 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 account 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 Tenant subject to Section 6.13 hereof. Notwithstanding anything to the contrary contained in this Lease, Rent shall be due and payable on the first day of the applicable Lender. Subject month and failure to pay such Rent on or prior to the definition first day of Interest Period, if any payment month shall be considered a default under this Agreement Lease and interest shall be specified to be made upon a accrue as provided in this SECTION 2.08 from and after the first day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day Rent becomes due and such extension of time shall in such case be included in computing any interest if 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)payable.

Manner of Payment. Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Eastern 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 pro rata in accordance with their respective Commitment Percentages, in Dollars, in immediately available funds and shall be made without any set set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Eastern time) on such day shall be deemed a payment on such date for the purposes of Section 10.112.1, 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. (Eastern 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) of such payment in accordance with such Lender’s Commitment Percentage, with respect to Extensions of Credit 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 the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 10.112.1, 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. (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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 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 L/C Participants' commissions shall be made in like manner, but for the account of the Swingline LenderL/C Participants. Each payment to the Administrative Agent of any the Issuing Lender’s 's fees or L/C Participants’ commissions and expenses shall be made in like manner, but for the account of such the Issuing Lender or the L/C Participants, as the case may beLender. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower on account shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made such selection not later than 4:00 p.m. on the date specified for payment under this Agreement time set forth in Section 2.10(f) prior to the Administrative Agent at scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Administrative Agent’s Office for the account Borrower fails to make a timely selection of the Lenders entitled Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, solely in immediately available funds the case of any payment of a Borrowing denominated in Dollars, to any outstanding Index Rate Borrowings pro rata between any outstanding Dollar Index Rate Borrowings and outstanding Multicurrency Index Rate Borrowings, third, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, fourth, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be made without any set off, counterclaim or deduction whatsoeverapplied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Any Each payment received after such time of a Borrowing of a Class shall be deemed applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall first repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, second repay or prepay such amount pro rata between any outstanding Index Rate Borrowings of the Dollar Lenders and the Multicurrency Lenders and third repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a payment on result of the Borrower’s receipt of proceeds from a prepayment event in such date for Agreed Foreign Currency), the purposes Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of Section 10.1the remaining duration of their respective Interest Periods, but for all other purposes shall be deemed to have been made on commencing with such Borrowings with the next succeeding Business Day. Upon receipt by the Administrative Agent of each shortest remaining Interest Period, and, if after such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect balance of the relevant Credit Facility Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or other applicable share provide cover for outstanding Letters of Credit as provided hereincontemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of such payment and shall wire advice Revolving Credit Exposure in the order of the amount remaining duration of their respective Interest Periods, commencing with such credit to each Lender. Each payment to Borrowings with 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of shortest remaining Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 in Dollars, in immediately available funds and shall be made without any set offsetoff, 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 10.19.1, 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 pro rata share 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 the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 11.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, Lender each payment by the Borrower Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii4.14(a)(ii).

Manner of Payment. Each payment by the Borrower on account (a) Any indemnification of the principal Buyer Parties pursuant to this Article IX shall be paid and satisfied from the Stock Consideration (first, from the Holdback Shares, and then, in the event of breach of any Losses related to any inaccuracy or interest breach of any Fundamental Representation or Statute of Limitations Representation, or any claim based on willful misrepresentation or fraud, from the remaining Stock Consideration). The Holdback Shares shall be non-transferable by Seller (and its stockholders) so long as they are held in the Escrow Account. On the one (1) year anniversary of the Closing Date (the “Escrow Termination Date”) the Escrow Agent shall release the Holdback Shares in the Escrow Account pursuant to the terms of the Escrow Agreement subject to (i) if there are any pending indemnity claims by Buyer as of such date for which it has delivered a claim notice pursuant to Section 9.2(c) with respect thereto (“Pending Claims”) then a number of Holdback Shares representing (A) the value of all such claims including the estimated cost of defense (based on the Loans price per Holdback Share of $0.60 per share) shall be held in the Escrow Account pending resolution of such claim (a “Holdback”). Seller shall have the right, but not the obligation, under the Escrow Agreement to deposit cash into the Escrow and pay part or all of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders claim for indemnification under this Agreement Article IX in cash rather than in the transfer of shares of the Stock Consideration back to Parent. (b) Any indemnification of the Seller Parties pursuant to this Article IX shall be made not later than 4:00 p.m. on paid from the date specified for shares of Parent’s common stock. (c) Any indemnification payment under pursuant to this Agreement to the Administrative Agent at the Administrative Agent’s 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 Article IX shall be deemed a payment on such date an adjustment to the Purchase Price for the purposes of Purchased Assets set forth in Section 10.12.3. (d) In addition to any other remedies in this Article IX, but for all other purposes an Indemnitee shall be deemed entitled to have been made on set-off any amounts due to it from any Indemnitor pursuant to this Article IX against any amount otherwise payable by such Indemnitee to the next succeeding Business Day. Upon receipt by the Administrative Agent Indemnitor. (e) For avoidance of each such paymentdoubt, the Administrative Agent indemnifications provisions in this Article IX shall distribute be the sole remedy and recourse for the parties for any Losses incurred for breach of any representation, warranty, covenant or agreement contained in this Agreement. Neither party shall have any indemnity obligations to each the other party for any such Lender at its address for notices set forth herein its Commitment Percentage breach once the aggregate amount of all payments made by or on behalf of such party in respect of such indemnification obligations in the relevant Credit Facility (or other applicable share as provided herein) form of such payment and shall wire advice shares of the amount of such credit to each Lender. Each payment to Parent’s common stock equals 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)Stock Consideration.

Manner of Payment. Each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Eastern 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 entitled to such payment pro rata in accordance with their respective Revolving Credit Commitment Percentages, in Dollars, in immediately available funds and shall be made without any set set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Eastern time) on such day shall be deemed a payment on such date for the purposes of Section 10.111.1, 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. (Eastern 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) of such payment in accordance with such Lender's Revolving Credit Commitment Percentage, with respect to Extensions of Credit 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 Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.8, 5.104.9, 5.11 4.10, 4.11 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by the Borrower Borrowers on account of the ----------------- principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (other than as set forth below) in accordance with their respective Pro Rata Shares (except as specified below), in Dollars, in immediately available funds and shall be made without any set 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 10.111.1, 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 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) Pro Rata Share of such payment (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 Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender Lenders' commissions 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 L/C ParticipantsLenders, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.7, 5.10, 5.11 ------------ 4.8 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the --- ---- applicable Lender. Subject Each Borrower hereby authorizes the Administrative Agent to charge its account with the definition of Interest Period, if any Administrative Agent in order to cause timely payment under this Agreement shall be specified to be made upon a day which is not a Business Dayto the Administrative Agent of all principal, it interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). The Administrative Agent shall be made on promptly notify the next succeeding day which is a Business Day and Borrowers after making any such extension of time shall in such case be included in computing any interest if 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)charges.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans any Loan or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note (except as set forth in Section 4.4(b)) shall be made in Dollars not later than 4:00 1:00 p.m. 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 (other than as set forth below) pro rata in Dollars, accordance with their respective Commitment Percentages (except as specified below) in immediately available funds and shall be made without any set set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 5:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.112.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 5:00 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 pro rata share as provided herein) 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 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 the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent. Each payment to the Administrative Agent and any with respect to the Swingline Note (including, without limitation, the Swingline Lender’s fees or expenses) shall be made for the account of the Swingline Lender. Any amount payable to any Lender under Sections 5.94.8, 5.104.9, 5.11 4.10, 4.11 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by the Borrower on account (a) Subject to Section 7.6(d), any indemnification obligations of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement ObligationEquityholders pursuant to Section 7.2(a) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to Parent within thirty (30) days after the Administrative final determination thereof or agreement of the parties with respect thereto. (b) Any indemnification obligations of the Key Unit Holder pursuant to Section 7.2(c) shall be paid to Parent within thirty (30) days after the final determination thereof or agreement of the parties with respect thereto. (c) Any indemnification obligations of Parent and the Surviving Company pursuant to Section 7.3 shall be paid to Agent within thirty (30) days after the final determination thereof or agreement of the parties with respect thereto. (d) Notwithstanding anything to the contrary in this Agreement, in the event any actual out-of-pocket recoupments, charge-backs or credits against and paid by a Buyer Indemnitee relating to one or more Recoupment Indemnity Matters for which a Buyer Indemnitee is entitled to indemnification hereunder total $750,000 or more in the aggregate in one fiscal quarter or $1,500,000 or more cumulatively, the Buyer Indemnitee shall be entitled to reimbursement from the Escrow Fund and the Equityholders, as applicable hereunder, for all such recoupments, charge-backs or credits within five (5) Business Days of its delivery to Agent of documentation substantiating such recoupments, charge-backs or credits. The Agent agrees to promptly execute and deliver to the Escrow Agent a joint written instruction with Parent in order to timely effectuate such reimbursement of Buyer Indemnitee. Should the amount of any such recoupments, charge-backs or credits be reduced pursuant to appeals thereof, the Buyer Indemnitee shall replenish the Escrow Fund or reimburse the Agent (for the account benefit of the Equityholders, as applicable), as applicable Lender. Subject hereunder, for the amount thereof previously paid to the definition of Interest Period, if any payment under this Agreement shall be specified to be made Buyer Indemnitee promptly 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment receipt by the Borrower Buyer Indemnitee of reimbursement therefor under the related Government Program. The terms of this Section 7.6(d) shall remain in effect following any application thereof by the Buyer Indemnitees and continue to such Defaulting Lender apply to any and all subsequent actual out-of-pocket recoupments, charge-backs or credits against a Buyer Indemnitee relating to one or more Recoupment Indemnity Matters for which a Buyer Indemnitee is entitled to indemnification hereunder shall be applied totaling $750,000 or more in accordance with Section 5.15(a)(ii)the aggregate in one fiscal quarter or $1,500,000 or more cumulatively.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.111.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Upon 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. Promptly 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 pro rata share as provided herein) of such payment in accordance with such Lender's Commitment Percentage 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 Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.8, 5.104.9, 5.11 4.10, 4.11 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 entitled to such payment (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 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 10.111.1, 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 pro rata share as provided herein) 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 Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be made 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 if 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. Prior to any repayment of any Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be paid and shall notify Administrative Agent of such selection in writing signed by Borrower (which signed written notice may be delivered via facsimile or email transmission to the numbers and/or email addresses set forth in Section 2.3.1) not later than 11:00 a.m., New York City time, three (3) Business Days before the scheduled date of such repayment in the case of a Eurodollar Borrowing and one (1) Business Day before the scheduled date of such repayment in the case of a Base Rate Borrowing; provided that each repayment of Borrowings shall be applied to repay any outstanding Base Rate Borrowings of Borrower before any other Borrowings of Borrower. If 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 Base Rate Borrowings of Borrower and, second, to other Borrowings of Borrower 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 by the Borrower on account of a Borrowing shall be applied first to repay any Swingline Loan, as applicable, and second, to repay any outstanding Loans (other than any Swingline Loan) without reduction of the principal of or interest Aggregate Commitments. Whenever any payment due hereunder shall be stated to be due on the Loans or of any feea day that is not a Business Day, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement such payment shall be made not later than 4:00 p.m. 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 first Business Day thereafter. All such payment in Dollars, in immediately available funds and payments shall be made irrespective of, and without any set offdeduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the collection or deduction whatsoeverenforcement thereof, including attorneys’ fees and court costs. Any payment received after such time shall be deemed a payment on such date for All payments (other than 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 initial funding of the relevant Credit Facility (or other applicable share as provided hereinLoan) 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 by 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 mannernot later than 11:00 a.m. New York City time on the day such payment is due, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment Lenders by the Borrower deposit to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)account as Administrative Agent may designate by written notice to Borrower.

Manner of Payment. Each payment The Borrower shall notify the Administrative Agent in writing (which notice may be by electronic mail in accordance herewith) of any repayment or prepayment hereunder (i) in the Borrower on account case of the principal repayment or prepayment of or interest a Term SOFR Borrowing with an Interest Period not expiring on the Loans or date of any feepayment, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 2:00 p.m. (New York time) one Business Day before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a Term SOFR Borrowing with Interest Periods expiring on the date specified for payment under this Agreement of repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m. (New York time) one Business Day before the date of repayment or prepayment. Each such notice shall be irrevocable and shall specify the repayment or prepayment date and the principal amount of each Borrowing or portion thereof to the Administrative Agent at the Administrative Agent’s Office for the account be repaid or prepaid; provided that, if a notice of repayment or prepayment is given in connection with a conditional notice of termination of the Lenders entitled Revolving Commitments as contemplated by Section 1.7, then such notice of repayment or prepayment may be revoked if such notice of termination is revoked in accordance with Section 1.7. Promptly following receipt of any such notice relating 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 paymentBorrowing, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect advise the Lenders of the relevant Credit Facility (or other applicable share as provided herein) of Loans included in such payment and shall wire advice Borrowing of the amount of such credit to each Lendercontents thereof. Each payment to the Administrative Agent on account repayment or prepayment 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder Borrowing shall be applied ratably to the Loans included in accordance the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest and (B) any payments due pursuant to Section 2.9. 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 Base Rate Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with Section 5.15(a)(iithe shortest remaining Interest Period to be repaid first).

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 or of Loans, commitment fees and any fee, commission or other amounts (including the Reimbursement Obligation) payable amount owed to the Lenders or the Administrative Agent or any of them under this Agreement Agreement, the Notes (if applicable) or any other Loan Document shall be made not later than 4:00 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 or the Administrative Agent, as the case may be, in Dollars, lawful money of the United States of America in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoeverfunds. Any payment received by the Administrative Agent after such time 3:00 p.m. (New York, New York 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 received on the next succeeding Business Day. Upon receipt Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 3:00 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 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 Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.9, 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 (if applicable) without set-off or counterclaim or any deduction whatsoever and free and clear of all taxes, 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 2.13 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 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 or such paymentLender, 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 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 to each such Lender at its address for notices set forth herein its amounts in the following order of priority, all in accordance where applicable with the respective Commitment Percentage in respect Ratios of the relevant Credit Facility Lenders for the applicable Commitment (i) to the payment of any fees or other applicable share as provided herein) of such payment expenses then due and shall wire advice of the amount of such credit to each Lender. Each payment payable to the Administrative Agent on account and the Lenders (other than the Term Loan B Lender), or any of them; (ii) to the principal payment of or interest then due and payable on the Swingline Loans or (other than with respect to Term Loan B); (iii) to the payment of any fee, commission or principal then due and payable on the Loans made under the Term Loan A Commitment; (iv) pro rata to the payment of principal then due and payable on the Loans made under the Revolving Loan Commitment; (v) to the payment of all other amounts not otherwise referred to in this Section 2.9(c) then due and 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 and the Lenders, or any of them, hereunder or under any other Loan Document (other than with respect to Term Loan B); (vi) after the Satisfaction Date, to the payment 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent then due and any amount payable to any Lender under Sections 5.9the Term Loan B Lender; (vii) after the Satisfaction Date, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for payment of accrued interest on Term Loan B; and (viii) after the account Satisfaction Date, to the payment of principal then due and payable on the applicable Lender. Loans made under the Term Loan B Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement shall be or any of the other Loan Documents is specified to be made upon on 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 payable along any, in connection with such payment. (e) If any Lender or the Administrative Agent obtains actual knowledge that it is entitled to receive a refund from a governmental authority in respect of Taxes as to which it has been indemnified by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to Section 2.9(b) hereof, it shall promptly notify the Borrower of the availability of such refund claim and shall, within thirty (30) days after receipt of a request by the Borrower, make a claim to such governmental authority for such refund. Notwithstanding If any Lender or the foregoing, if there exists Administrative Agent receives a Defaulting Lender, each payment refund (including pursuant to a claim for refund made pursuant to the preceding sentence) in respect of any Taxes as which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section 2.9(b) hereof, it shall within thirty (30) days from the date of such Defaulting Lender hereunder shall be applied in accordance with receipt pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.15(a)(ii2.9).

Manner of Payment. (a) Each payment (including any prepayment) by the Borrower on account of the principal of or interest on the Loans or of and any fee, commission or other amounts (including the Reimbursement Obligation) payable 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 4:00 2:00 p.m. (Los Angeles, California 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 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 L/C ParticipantsAgent, as the case may be, in lawful money of the United States of America in immediately available funds. Each Any payment to received by the Administrative Agent after 2:00 p.m. (Los Angeles, California time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of the Administrative Agent’s fees any payment intended for any Lender or expenses Lenders hereunder prior to 2:00 p.m. (Los Angeles, California time) on any Business Day shall be made 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 any amount payable when due, the Administrative Agent will promptly notify the Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under Sections 5.9this Section 2.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for agrees to pay such Lender interest from the account of date such payment was due until paid at the applicable Lender. 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. (c) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement shall be or any of the other Loan Documents is specified to be made upon on 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 payable along any, in connection with such payment. (d) So long as the applicable Lender has complied with Section 2.13 hereof, the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder, under the Notes or under any other Loan Document without set-off or counterclaim or any deduction or withholding for taxes or levies or any other deductions or withholdings whatsoever. Notwithstanding So long as the foregoingapplicable Lender has complied with Section 2.13 hereof, if there exists a Defaulting the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the such 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(d)), the Administrative Agent or such Lender, each payment by 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. Before making any such deductions, such Lender shall designate a different lending office and shall take such reasonable 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 materially disadvantageous to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)Lender.

Manner of Payment. (a) Each payment (including prepayments) by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to each of the Lenders under this Agreement or any Note shall be made not later than 4:00 1:30 p.m. (Atlanta time) on the date specified for payment under this Agreement to each such Lender, at such Lender's office designated to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment Borrower, in Dollars, in immediately available funds and shall be made without any set offsetoff, counterclaim or deduction whatsoever. Any payment received after such time but before the close of business on such day shall be deemed a payment on such date for the purposes of Section 10.113.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Upon receipt . (b) During any Event of Default, subject to the terms of the Intercreditor Agreement, the Borrower 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 any Secured Obligations (whether or not owed to such Lender, Affiliate or participant) which are not paid when due. (c) 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 Administrative Agent of each such payment, the Administrative Agent shall distribute Borrower with respect to each any payments to be made to such Lender at its address for notices set forth herein its Commitment Percentage in respect of this Agreement. Each Lender that itself is not incorporated under the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice laws of the amount of such credit to each Lender. Each payment United States or a state thereof agrees severally (but not jointly) that, prior to the Administrative Agent on account of Effective Date and the principal of date that any such form expires or interest on becomes obsolete or after the Swingline Loans or occurrence of any feeevent requiring a change in the most recent form delivered by it to the Borrower, commission it will deliver to the Borrower two duly completed copies of either United States Internal Revenue Service Form W-8, 1001 or other amounts 4224, or successor applicable form, certifying in each case that such Lender is entitled to receive all payments under this Agreement and the Notes payable to the Swingline Lender it without deduction or withholding of any United States federal income taxes. The Borrower shall be made in like manner, but not have any obligation under Section 5.3(a) to pay any amount to or for the account of the Swingline Lender. Each payment any Lender without any setoff, counterclaim or deduction to the Administrative Agent extent that such amount results from the failure 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable comply with its obligations pursuant to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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)(ii5.3(c).

Manner of Payment. (a) Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the any Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 in Dollars, in immediately available funds funds, and shall be made without any set 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 10.111.1, 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 except as provided hereinspecified below) 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 the applicable Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent Payment of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent Agent, and any amount payable to any Lender under Sections 5.94.9, 5.104.10, 5.11 4.11 or 12.3 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement shall be specified to be made upon a day which that is not a Business Day, it shall be made on the next succeeding day which that is a Business Day and such extension of time shall in such case be included in computing any interest if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. 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 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 the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.111.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable PRO RATA share as provided herein) 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 Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.8, 5.104.9, 5.11 4.10, 4.11 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if 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. Each payment Lessee shall reimburse Lessor for any such Taxes paid by Lessor to the Borrower applicable taxing authorities on account demand, together with interest at the Post-Maturity Rate (such reimbursement to be based upon the mutual agreement of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable Lessor and Lessee as to the Lenders under this Agreement shall be made not later than 4:00 p.m. on the date specified for payment under this Agreement portion of such Taxes attributable to the Administrative Agent at the Administrative Agent’s 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 paymentPremises, the Administrative Agent shall distribute Relevant Assets and the Additional Improvements). In the event that Lessee fails to each such Lender at pay its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility share (or other applicable share as provided hereinmutually determined by Lessor and Lessee) of such payment Taxes to Lessor in accordance with the provisions of this Section 6.2, Lessee shall reimburse Lessor all amounts paid by Lessor on Lessee’s behalf on demand following the date Lessor delivers to Lessee evidence of such payment. If Lessee objects to Lessor’s determination of the amount of Taxes allocated to the Premises and shall wire advice Relevant Assets and the Additional Improvements, then the determination of the amount of such credit allocation shall be submitted to each Lenderan accounting firm reasonably acceptable to both Lessor and Lessee. Each payment Lessee shall pay the cost of such determination by such accounting firm, unless the amount of taxes allocated to the Administrative Agent on account of Premises and Relevant Assets and the principal of or interest on Additional Improvements as determined by Lessor exceeds by more than 5% the Swingline Loans or of any feeamount determined by such firm, commission or other amounts payable to in which event 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 cost of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 determination by such accounting firm shall be paid by Lessor at its sole expense. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be primа fаcie evidence of the existence, payment, nonpayment and amount of such Taxes. Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the Administrative Agent for the account extent any of the applicable Lender. Subject to the definition of Interest Periodforegoing may be separately issued), if any payment under this Agreement shall be specified to be made upon a day which is not a Business Dayat Lessee’s sole cost and expense, it shall be made on the next succeeding day which is a Business Day and such extension of time shall by appropriate proceedings, diligently conducted in such case be included in computing any interest if 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 good faith in accordance with Section 5.15(a)(ii).Applicable Law, so long as no lien attaches prior to delinquency and no authority commences foreclosure proceedings. If either Party contests such items then the other Party shall cooperate with the contesting Party, at the contesting Party’s expense, in any such contesting of the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be prorated between the Parties based on the portions of such years that are coincident with the applicable tax years and for which each applicable Party is responsible. In the event Lessor fails to pay any Taxes related to the Premises, the Relevant Assets or the Additional Improvements to the extent Lessor is responsible for payment of the same on or before delinquency, then Lessee shall have the right to pay the same on Lessor’s account, and Lessor shall reimburse Lessee for such cost on demand, together with interest at the Post-Maturity Rate. HOU03:1337014 - 11 - ARTICLE VII

Manner of Payment. (a) Each payment (including prepayments) by the Borrower on account of the principal of or interest on the Loans or of Advances, fees, and any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders amount owed under this Agreement or any other Loan Document shall be made not later than 4:00 p.m. 12:00 noon (Dallas, 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 Lender's office, in lawful money of the Lenders entitled to such payment in Dollars, in United States of America constituting 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 funds. (or other applicable share as provided hereinb) 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if If any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day and such 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 any interest and fees, if payable along any, in connection with such payment. Notwithstanding . (c) Without waiving any other rights or recourse that the foregoingBorrower 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 there exists a Defaulting Lender, each 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 such Defaulting Lender hereunder the Facility A Advances, Facility B Advances and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be applied made to the Administrative Lender for the account of the Lenders pro rata in accordance with Section 5.15(a)(ii)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. Each payment by the Borrower on account The amount of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. on the date specified for each payment under this Agreement or on the Notes shall be made in lawful money of the United States of America, in immediately available funds. Each such payment shall be made to the Administrative Agent at Agent, for the Administrative Agent’s Office account of each of the Lenders or 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 L/C ParticipantsAgent, as the case may be. Each payment to All payments received by the Administrative Agent of from the Administrative Agent’s fees Borrower after 10:00 a.m., Pacific Coast time, on any Business Day, or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon on a day which is not a Business Day, it shall be deemed received on the next succeeding Business Day. Each payment or prepayment of principal or interest on the Notes shall be made and applied pro rata among the Lenders according to the unpaid principal amount of the Note held by each Lender (with appropriate adjustments for the periods during which each Lender’s share of such amount was loaned by or otherwise owing to such Lender); provided, however, that the Borrower shall have no liability whatsoever for the Agent’s failure to so apply any such payment. Following receipt by the Agent from the Borrower of any payment under this Agreement or on the Notes, the Agent shall, prior to 2:00 p.m., Pacific Coast time, of the Business Day such payment is deemed received, initiate wire transfers to the other Lenders in immediately available funds of the portions of such payment to which they are entitled under this Agreement. Delivery of a payment by the Borrower to the Agent shall discharge all of the Borrower’s obligations to the Lenders with respect to the making of the payment. In no event shall the Borrower have any liability for any failure by the Agent to pay over to the Lenders their respective shares of payments made by the Borrower. Whenever any payment to be made pursuant to this Agreement or on any Note is due on a day that is not a Business Day, payment 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 the computation of interest. Any payment of the principal of any LIBOR Rate Loan shall be made on a LIBOR Business Day. The Agent (and each Lender with respect to its own pro rata portion of Loans) shall keep a record of Loans made by each Lender and payments of principal with respect to each Note, and such record shall be presumptive evidence of the principal amount owing under each Note. Each payment of principal and interest if and all other amounts payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder under this Agreement and the other Loan Documents shall be applied in accordance with made free and clear of, and without reduction or offset for or by reason of, any offset, counterclaims, taxes (except as permitted by Section 5.15(a)(ii2.10.3), assessments or other charges imposed by any Governmental Agency.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee(a) At Closing, commission or other amounts (including the Reimbursement Obligation) payable Buyer shall issue to the Lenders under this Agreement Member the Stock Consideration, less the Holdback Stock. Such shares of Stock Consideration shall be made issued as a book entry with Manhattan Transfer Registrar Co. (the “Transfer Agent”) and not later than 4:00 p.m. 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 in Dollars, in immediately available funds issued as physical stock certificates and shall be made without any set off, counterclaim or deduction whatsoeversubject to the Leak Out Agreement. Any payment received after such time The Holdback Stock shall be deemed pledged to Buyer pursuant to that certain Indemnity Holdback Pledge Agreement by and between the Member and Buyer (the “Indemnity Holdback Pledge Agreement”). (b) Nine (9) months following the Closing Date, Buyer shall instruct the Transfer Agent to release to the Member shares of Stock Consideration constituting fifty percent (50%) of the Holdback Stock, less any shares of the Holdback Stock that were utilized during such period, or may be utilized in connection with a payment on potential indemnification obligation arising during such date for period, to satisfy any settled or pending indemnification obligations of the purposes Member pursuant to this Agreement. (c) Eighteen (18) months following the Closing Date, Buyer shall instruct the Transfer Agent to release to the Member shares of Section 10.1Stock Consideration constituting all of the Holdback Stock, but for all other purposes shall less any shares of the Holdback Stock that were utilized during such period, or may be deemed utilized in connection with a potential indemnification obligation during such period, to have been made on satisfy any settled or pending indemnification obligations of the next succeeding Business Day. Upon receipt Member pursuant to this Agreement. (d) To the extent that any Company Encumbrances are in existence at the time of Closing, Buyer may pay any amount to any Person necessary to remove such Encumbrances from the Closing Cash Payment pursuant to such documents as may be provided by the Administrative Agent of each such paymentCompany and the Member under Section 2.3(g) (the “Encumbrance Removal Expenses”); (e) At Closing, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage Closing Cash Payment (as it may be adjusted in respect accordance with the terms 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 feethis Agreement), 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for Member in the account form of the applicable Lender. Subject immediately available funds by wire transfer. (f) Notwithstanding anything to the definition of Interest Periodcontrary in this Agreement or any Transaction Document, if Buyer, Charge and their respective Affiliates and agents shall each be entitled to deduct and withhold from the consideration or other amounts otherwise payable pursuant to this Agreement and the other Transaction Documents to any Person such amounts as it is required to deduct and withhold with respect to such payment under the Code, the Treasury Regulations or any other provision of applicable Law. To the extent that amounts are so withheld by Buyer, Charge or their respective Affiliates or agents, such withheld amounts shall be treated for all purposes of this Agreement shall be specified and the Transaction Documents as having been paid to be the appropriate recipient in respect of which such deduction and withholding was made upon a day which is not a Business Dayby Buyer, it shall be made on the next succeeding day which is a Business Day and Charge or such extension of time shall in such case be included in computing any interest if 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)Affiliate or agent.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 on account of the principal of Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment (i) The Borrower shall notify the Administrative Agent in writing (which notice may be by facsimile or electronic mail) of any repayment or prepayment hereunder (i) in the Borrower on account case of the principal repayment or prepayment of or interest a LIBO Rate Loan with an Interest Period not expiring on the Loans or date of any feepayment, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. (New York time) three Business Days before the date of repayment or prepayment, or (ii) in the case of repayment or prepayment of a LIBO Rate Loan with Interest Periods expiring on the date specified for payment under this Agreement to of repayment or prepayment or a Base Rate Loan, not later than 1:00 p.m. (New York time) on the Administrative Agent at the Administrative Agent’s Office for the account date of the Lenders entitled to repayment or prepayment. Each such payment in Dollars, in immediately available funds notice shall be irrevocable and shall be made without any set off, counterclaim specify the repayment or deduction whatsoever. Any payment received after such time shall be deemed a payment on such prepayment date for and 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 principal amount of each Borrowing or portion thereof to be repaid or prepaid. Promptly following receipt of any such paymentnotice relating to a Borrowing, the Administrative Agent shall distribute advise the Lenders of the contents thereof. Each repayment or prepayment of a Borrowing shall be applied ratably to the Loan included in the repaid or prepaid Borrowing. Repayments and prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.9 and (B) any payments due pursuant to Section 2.8. 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 Base Rate Loan and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (ii) The Borrower shall make each payment required to be made by them hereunder (whether of principal, interest or fees) or under any other Loan Document (except to the extent otherwise provided therein) prior to 1:00 p.m. (New York time) (unless otherwise specified in this Agreement), on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Loan is to be made by any Lender on a date the Borrower are to repay any principal of an outstanding Loan of such Lender, such Lender at its address for notices set forth herein its Commitment Percentage in respect shall apply the proceeds of such new Loan to the payment of the relevant Credit Facility (or other applicable share as provided herein) of principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such payment and shall wire advice of the amount of such credit to each Lender. Each payment Lender to the Administrative Agent on account of as provided in Section 2.4. or paid by 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 Borrower 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 L/C Participantspursuant to this paragraph, as the case may be. Each payment Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be wired to the Administrative Agent of at the Contact Office, ABA 0▇▇-▇▇▇-▇▇▇ for the Administrative Agent’s fees or expenses Account No. 9▇-▇▇▇-▇▇▇, Ref: TE/TOUSA Mezzanine LLC, except as otherwise expressly provided in the relevant Loan Document, and except that payments pursuant to Sections 2.15, 2.17, 2.18 and 9.14 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the Administrative Agent and appropriate recipient promptly following receipt thereof. If any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 payment hereunder shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon due on a day which that is not a Business Day, it the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) 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 if 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)Dollars.

Manner of Payment. (a) Each payment (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 Lenders or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders Administrative Agent under this Agreement Agreement, the Notes, or the other Loan Documents shall be made made, without condition or deduction for any counterclaim, defense, recoupment, or setoff, not later than 4:00 p.m. 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 entitled to such payment in DollarsLenders, in immediately available funds and shall be made without any set off, counterclaim Letter of Credit Issuer 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 L/C ParticipantsAgent, as the case may be, in lawful money of the United States of America in immediately available funds. Each Any payment to the received by Administrative Agent of the Administrative Agent’s fees or expenses after 12:00 noon shall be made deemed received on the next Business Day for purposes of interest accrual. In the case of a payment for the account of a Lender 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 thereafter distribute the amount so received in like funds to such Lender or Letter of Credit Issuer. If Administrative Agent shall not have received any payment from Borrower as and when due, Administrative Agent will promptly notify Lenders and, if appropriate, Letter of Credit Issuer, accordingly, and Administrative Agent shall not be obligated to make any distributions under this SECTION 2.8. (b) Unless Borrower has notified Administrative Agent prior to the date any payment is required to be made by it to Administrative Agent hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount payable to the Person entitled thereto. If and 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 Sections 5.9, 5.10, 5.11 or 12.3 this SUBSECTION (b) shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Periodconclusive, if absent manifest error. (c) If any payment under this Agreement or any of the Notes shall be specified to be made 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 payable along 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. Notwithstanding In any event, Borrower may not make, in the foregoingaggregate, if there exists a Defaulting Lendermore 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, each payment by interest, fees, and all other amounts due hereunder or under the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)Notes and Letter of Credit Obligations without set-off or counterclaim or any deduction whatsoever.

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 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 10.112.1, 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) 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 on account of the principal of Issuing Lender's fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 12.3 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 5.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 1:00 p.m. on the date specified for payment under this Agreement (except as otherwise provided herein or under any other Loan Document) to the Administrative Agent at the Administrative Agent’s 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, 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. Each payment (a) All payments to be made by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 p.m. on free and clear of and without condition or deduction for any counterclaim, 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 or Canadian Dollars, as applicable, and in Same Day Funds at the Administrative Agent’s Office for the applicable currency, 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., in the case of Loans denominated in Dollars, and not later than the Applicable Time specified by the Agent in immediately available funds and shall the case of Loans denominated in Canadian dollars, in each case, on the due date thereof. Without limiting the generality of the foregoing, the Agent may require that any payments due under this Agreement be made without in the United States. If, for any set offreason, counterclaim or deduction whatsoeverthe Borrower is prohibited by any Law from making any required payment hereunder in Canadian Dollars, the Borrower shall make such payment in Dollars in the Dollar Equivalent of Canadian Dollars payment amount. Any payment payments received (i) after such time 11:00 a.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Agent in the case of payments in Canadian Dollars, in each case, on any Business 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 received on the next succeeding Business Day. Upon receipt by Not later than 12:00 Noon on the Administrative day such payment is made, the Agent of shall deliver to each Lender entitled to 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 Applicable Lending Office, in Dollars or L/C Participants’ commissions Canadian Dollars, as applicable, and in Same Day Funds, such ▇▇▇▇▇▇’s share of the payment so made. Delivery shall be made in like manner, but for accordance with the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment written instructions satisfactory to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable from time to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid time given to the Administrative 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 applicable 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 entitled to such payment, 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. , in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the Overnight Rate. (c) If the Agent shall fail to deliver to any other Lender Party its share of any payment received from the Borrower as and when required by Section 2.9(a), the Agent shall pay to such Lender its share of such payment together with interest on such amount at the Overnight Rate, for each day from the date such amount was required to be paid to such Lender until the date the Agent pays such amount to such Lender. (d) Subject to Sections 2.10 and 7.3, all payments made by the definition of Interest PeriodBorrower under the Loan Documents shall be applied to the Obligations as the Borrower may direct; provided that if the Borrower does not provide any such direction to the Agent, 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 shall be specified to be made upon hereunder shall be stated to be due on a day which that is not a Business Day, it such payment shall be instead by made on the next succeeding day which is a Business Day (subject to accrual of interest and such extension fees for the period of time shall extension), except that, in such the case be included in computing any interest if payable along with such payment. Notwithstanding the foregoingof Euro-Dollar Rate Loans or CDOR Rate Loans, if there exists a Defaulting Lenderthe extension would cause the payment to be made in the next following calendar month, each then such payment by shall instead be made on the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii)preceding Business Day.

Manner of Payment. Each payment by (a) On each Payment Date (other than (x) during the Borrower on account Amortization Period or (y) when an Event of the principal of or interest on the Loans or of any feeDefault has occurred and is continuing, commission or other amounts where, in each case, clause (including the Reimbursement Obligationb) payable to the Lenders under this Agreement below shall apply), payments shall be made not later than 4:00 p.m. on by the date specified for payment under this Agreement Agent to the Administrative Agent extent of the Available Amounts on deposit in the Collateral Account and, with respect to clause (iv) only, the Reserve Account, in the following order of priority: (i) on a pro rata basis to (x) East West Bank, any fees required to be paid with respect to the Collateral Account, the Reserve Account and/or the Operating Account, including any unpaid fees with respect to the Collateral Account, the Reserve Account and/or the Operating Account, that remain unpaid with respect to one or more prior Payment Dates, including without limitation any accrued and unpaid wire transfer fees or other banking fees, (y) Custodian, the Custodian Fee and any unpaid expenses and indemnities due and owing to the Custodian, including any such unpaid Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates and (z) Securities Custodian, the Securities Custodian Fee and any unpaid expenses and indemnities due and owing to the Securities Custodian, including any such unpaid Securities Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates; (ii) to Borrower, for application or distribution as may be agreed between Borrower and Investment Manager, the Investment Management Fee and any Investment Manager Reimbursable Expenses; (iii) to Agent, any accrued and unpaid costs, fees, expenses and indemnities relating to the Indebtedness; (iv) to Agent, for the benefit of Lenders, all accrued and unpaid Interest Amount and Unused Fees; (v) to Agent, for deposit into the Reserve Account in an amount required to meet the Required Reserve Amount; (vi) to Agent, for the benefit of Lenders, amounts necessary (if any) required to cure any Borrowing Base Deficiency as of such Payment Date; (vii) if a Cash Trapping Event has occurred and is continuing, an amount equal to 50% of the Available Amounts remaining after payment of amounts set forth in clauses (i) through (vi) above shall, at the Administrative Borrower’s discretion either (x) to be remitted to the Agent’s Office , for deposit into the account Reserve Account or (y) used to repay the outstanding principal balance of the Lenders entitled to such payment Loan; provided that the amounts used as described in Dollars, in immediately available funds clauses (x) 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 (y) shall be deemed to have been made be a Maintenance Payment and may not be re-borrowed until the Cash Trapping Event is cured; and (viii) any remaining amounts after payment of amounts set forth in clauses (i) through (vii) above, to Borrower. (b) On each Payment Date (x) during the Amortization Period, (y) on the next succeeding Business Day. Upon receipt Maturity Date or (z) when an Event of Default has occurred and is continuing, or more frequently as agreed to by the Administrative Agent of each such paymentBorrower and Agent, 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 payments shall be made by the Agent to the extent of the Available Amounts on deposit in like mannerthe Collateral Account and, but with respect to clauses (iv) and (v) only, the Reserve Account, in the following order of priority: (i) on a pro rata basis to (x) East West Bank, any fees required to be paid with respect to the Collateral Account, the Reserve Account and/or the Operating Account, including any unpaid fees with respect to the Collateral Account, the Reserve Account and/or the Operating Account, that remain unpaid with respect to one or more prior Payment Dates, including without limitation any accrued and unpaid wire transfer fees or other banking fees, (y) Custodian, the Custodian Fee, and any due and owing expenses and indemnities of the Custodian, including any such unpaid Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates and (z) Securities Custodian, the Securities Custodian Fee and any unpaid expenses and indemnities due and owing to the Securities Custodian, including any such unpaid Securities Custodian Fee, and any expenses and indemnities that remain unpaid with respect to one or more prior Payment Dates; (ii) to Borrower, for application or distribution as may be agreed between Borrower and Investment Manager, the Investment Management Fee and any Investment Manager Reimbursable Expenses; (iii) to Agent, any accrued and unpaid costs, fees, expenses and indemnities relating to the Indebtedness; (iv) to Agent, for the account benefit 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 mannerLenders, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent all accrued and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of unpaid Interest Period, if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day Amount and such extension of time shall in such case be included in computing any interest if 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).Unused Fees;

Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (other than as set forth below) PRO RATA in accordance with their respective applicable Commitment Percentages, in Dollars, in immediately available funds and shall be made without any set 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 10.1SECTION 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 such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable PRO RATA share as provided herein) of such payment in accordance with such Lender's applicable Commitment Percentage 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9SECTIONS 4.14, 5.104.15, 5.11 4.16, 4.17 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest PeriodSECTION 4.7(b)(ii), if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each (a) Except for Alternate Currency Loans, each payment by the Borrower Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 1:00 p.m. (Charlotte 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 entitled to such payment (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 set-off, counterclaim or deduction whatsoever. . (b) Alternate Currency Loans shall be paid at the Administrative Agent's Alternate Lending Office no later than 11:00 a.m. (London time) and otherwise as set forth above. (c) Any payment received after such time shall be deemed a payment on such date after the time set for the purposes of Section 10.1payment, but for all other purposes as applicable, 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 pro rata share as provided herein) 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 Issuing Lender's fees, Lenders' facility fee or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s 's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.94.8, 5.104.9, 5.11 4.10, 4.11 or 12.3 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any Note shall be specified to be made 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 if 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 4:00 3:00 p.m. 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 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made 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 if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).. SECTION 5.5

Manner of Payment. (a) Each payment (including prepayments) by the Borrower on account of the principal of or interest on the Loans or of Advances, fees, and any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders amount owed under this Agreement or any other Loan Paper shall be made not later than 4:00 p.m. 12:00 noon (Dallas, 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 Lender's office, in lawful money of the Lenders entitled to such payment in Dollars, in United States of America constituting 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 funds. (or other applicable share as provided hereinb) 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 L/C Participants, as the case may be. Each payment to the Administrative Agent of the Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if If any payment under this Agreement or any other Loan Paper shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, unless such Business Day and such 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 any interest and fees, if payable along any, in connection with such payment. Notwithstanding . (c) The Borrower agrees to pay principal, interest, fees and all other amounts due under the foregoingLoan 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 there exists a Defaulting Lender, each 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 such Defaulting Lender hereunder the Revolving Credit Advance and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be applied 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. 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 5.15(a)(ii)2.10(e) 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 7.2 or any monies received by the Administrative Lender as a result of the exercise of remedies under any Loan Papers after acceleration of the Advances pursuant to Section 7.2 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. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission fee or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made not later than 4:00 2:00 p.m. (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 entitled pro rata in accordance with their respective Commitment Percentages at the Administrative Agent's Office, in Dollars (or in an Alternative Currency with respect to such payment Letters of Credit denominated in Dollarsan Alternative Currency), in immediately available funds and shall be made without any set set-off, counterclaim or deduction whatsoever. Any payment received after 2:00 p.m. (Charlotte time) on such time day shall be deemed a payment on such date for the purposes of Section 10.111.1, 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, payment the Administrative Agent shall distribute to credit each such Lender at Lender's account with its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable pro rata share as provided herein) of such payment in accordance with such Lender's Commitment Percentage 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 Agents' fees or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender L/C Participants' commissions shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative applicable 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 L/C Participants, as the case may be. Each payment All amounts payable by the Borrower to the Administrative Agent of Swingline Lender with respect to the Administrative Agent’s fees or expenses Swingline Note shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the Swingline Lender, all amounts payable by the Borrower on account of any Competitive Bid Loan shall be for the account of the applicable Lender of such Loan, and all amounts payable to any Lender under Sections 4.7, 4.8, 4.9, 4.10 and 13.13 shall be payable to the Administrative Agent for the account of such Lender. Subject to the definition of Interest PeriodSection 4.1(b)(i)(B), if any 38 payment under this Agreement or any Note shall be specified to be made 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 if 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).