Common use of Manner of Payment Clause in Contracts

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Bank as required under this Section 2.9, the Administrative Agent agrees to pay such Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the LendersBanks, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Bank as required under this Section 2.9, the Administrative Agent agrees to pay such Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.9(b)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Banks for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under the Facility B Commitment; and (v) to the payment of principal then due and payable on a pro rata basisthe Loans made under the Facility A Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

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

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

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

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

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

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

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

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

Manner of Payment. (a) Each Except for payments with respect to any Swing Line Loan (which manner of payment is set forth in Section 2.16 hereof), each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided including withholding taxes, excluding, (i) in the case of each Lender and the Administrative Agent taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes (including, but not limited to, the Branch Profits Tax under Section 10.3 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable lending office or any political subdivision thereof and (iii) in the case of any Lender organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrower which would not have been imposed had such Lender, to the extent then required thereunder, delivered to the Borrower and the Administrative Agent the forms prescribed by Section 2.13 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisSwing Line Loans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the Lenders, the Swing Line Lender or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisand the Swing Line Loans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement Agreement, the Notes or the Notes other Loan Documents shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Except as otherwise provided below, any and all payments by the Borrowers to the Administrative Agent or any other Credit Party under this Agreement or the Notes shall be made without set-off or counterclaim or deduction whatsoever. (i) Unless otherwise required by Applicable Law, any and all payments by the Borrowers to the Administrative Agent and the other Credit Parties, or any of them, under this Agreement or the Notes shall be made without any deduction or withholding for present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding, however, franchise, withholding, branch or other similar Taxes, duties, fees or charges imposed on or measured by any Credit Party's net income or receipts (such non-excluded items being called "TAXES"). (ii) If either of the Borrowers shall be required by Applicable Law to deduct any Taxes from or in respect of any amounts payable hereunder or under any Note to the Administrative Agent or any other Credit Party, (A) except as otherwise provided in this Section, the sum payable shall be increased ("ADDITIONAL AMOUNTS") as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(c)), the Administrative Agent or such other Credit Party, as the case may be, receives an amount equal to the sum it would have received had no deductions been made, (B) the applicable Borrower shall make such deductions, and (C) the applicable Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Moreover, if any Taxes (which for purposes of this sentence shall include taxes and charges imposed on or measured by net income or receipts of any Credit Party by any jurisdiction to the extent imposed on Additional Amounts) are directly asserted against any Credit Party with respect to any payment received by such Credit Party hereunder, such Credit Party may pay such Taxes, and, except as otherwise provided in this Section, the Borrowers, jointly and severally, will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received and retained by such Credit Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Credit Party would have received and retained had no such Taxes been asserted; PROVIDED, HOWEVER, such Credit Party shall give written notice to the Borrowers, accompanied by, to the extent provided by the relevant taxing authority, a calculation in reasonable detail of the amount demanded and evidence of the Taxes imposed on such Credit Party, after such Credit Party has actual knowledge of the imposition of any Taxes. 37 Where notice is not given to the Borrowers within forty-five (45) days after the Credit Party receives written notice of the assertion of Taxes and the Borrowers do not otherwise have notice of such assertion, the Borrowers shall not be required to pay penalties, additions to taxes, expenses, and interest accruing on such Taxes from the date forty-five (45) days after the receipt by the Credit Party of written notice of the assertion of such Taxes until the date that the Borrowers receive such notice. The Borrowers shall furnish to such Credit Party within forty-five (45) days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to Applicable Law true and correct copies of tax receipts evidencing payment by either of the Borrowers. Except as otherwise provided in this Section , if either of the Borrowers fails to pay any Taxes that it is required to pay pursuant to the terms of this Agreement when due to the appropriate taxing authority or fail to remit to any of the Credit Parties the required receipts or other required documentary evidence, the Borrowers shall, jointly and severally, indemnify the Credit Parties for any incremental Taxes, interest or penalties that may become payable by the Credit Parties primarily as a result of any such failure. (iii) Each Lender that is not a United States person within the meaning of Section 7701 of the Code (a "FOREIGN LENDER") shall deliver to the Borrowers and the Administrative Agent, no later than the date hereof (or if such Foreign Lender becomes a party to this Agreement (whether by assignment or otherwise) after the date hereof, the date upon which such Foreign Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that such Foreign Lender is on the date of delivery thereof entitled to receive any and all payments from the Borrowers under this Agreement free from withholding of United States federal income tax or (B) in the case of such Foreign Lender that is not legally entitled to deliver either form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized officer of such Foreign Lender to the effect that such Foreign Lender is not (x) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of a Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE") and (II) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or successor applicable form, certifying that such Foreign Lender is entitled to an exemption from United States federal withholding tax on payments of interest. Each Foreign Lender shall, from time to time, deliver updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption Certificates, or any successors thereto, to the Borrowers and the Administrative Agent to the extent and in the manner required under United States federal tax law. The Borrowers shall not be required to pay any Additional Amounts under Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II) fails to qualify for a complete reduction or exemption of United States federal tax withholding for any reason other than a change in the United States federal tax law, or the official interpretation thereof, in each case, after the delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption 38 Certificate, or any successors thereto, or (III) is treated as a "conduit entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. Notwithstanding the foregoing, if at the date of an assignment pursuant to which a Foreign Lender becomes a party to this Agreement, the assignor was entitled to payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee, shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, establishing a withholding rate for such Foreign Lender that is less than the rate the assignor was subject to, and the assignee shall be entitled to receive Additional Amounts to such extent the assignor was so entitled. (iv) Each of the Credit Parties agrees that it will, to the extent reasonable and without material cost or risk to it, (A) take all actions reasonably requested by the Borrowers to maintain all exemptions, if any, available to it from United States federal withholding taxes (whether available by treaty, statute, or existing administrative waiver) and (B) otherwise cooperate with the Borrowers to minimize any amounts payable by the Borrowers under this Section 2.10(c), including the contest of any asserted tax liability. (v) Any Credit Party that becomes aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of Additional Amounts paid by the Borrowers, which refund, would reasonably be considered allocable to or resulting from such payment or indemnification made pursuant to this Section 2.10, shall promptly notify the Borrowers of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrowers, apply for such refund with the Borrowers being responsible for any incremental costs associated with such refund request; PROVIDED, HOWEVER, that (A) neither of the Borrowers shall be entitled to any damages as a result of the failure of such Credit Party to so notify the Borrowers of the availability of such refund and (B) neither of the Borrowers shall have the right to examine the books or records of any Credit Party. If any Credit Party receives any such refund (as described in the preceding sentence), it shall promptly repay the amount of such refund (together with any interest received thereon) to the Borrowers; PROVIDED, HOWEVER, that the Borrowers, upon the request of the applicable Credit Party, shall, jointly and severally, repay the amount paid over to the Borrowers in the event such Credit Party is required to repay such refund to the applicable authority. (vi) If the Borrowers are or become required to pay any Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrowers shall have the right, upon notice to the Administrative Agent and such Credit Party to (A) prepay without penalty, on non-pro rata basis, all or any portion of a Loan held by such Credit Party plus all interest and Additional Amounts owing to such Credit Party as of the date of such prepayment, (B) require such Credit Party to use reasonable efforts to designate a different lending office for funding or booking its Loan under this Agreement or to assign its rights and obligations under this Agreement to another of its offices, branches or affiliates, or (C) require such Credit Party to effect an assignment all of its 39 rights and obligations under this Agreement to another Credit Party designated by the Borrowers if, in the case of clause (B) or (C) such designation or assignment (x) would eliminate or reduce amounts payable pursuant to this Section 2.10 in the future and (y) would not cause the imposition on such Credit Party of any additional costs or legal or regulatory burdens deemed by such Credit Party to be material or otherwise disadvantageous to such Credit Party.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis, principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, a Form 1001, 4224 or W-8 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any -44- time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

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

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

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Bank as required under this Section 2.9, the Administrative Agent agrees to pay such Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis, principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the LendersBanks, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, a Form 1001, 4224 or W-8 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

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

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

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

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

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 1:00 p.m. (Houston time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. (b) The Borrower agrees to pay principal, interest, fees and all other amounts then due hereunder and payable hereunder, under the Fee Letters, or under the Notes Notes, without set-off or counterclaim or any deduction whatsoever, except as provided whatsoever other than any amount properly withheld in accordance with Section 10.3 hereof2.13 in respect of income taxes payable by such Lender. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisNotes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Facility B Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Facility B Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Bank as required under this Section 2.9, the Administrative Agent agrees to pay such Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis, principal, interest, fees and all other amounts due hereunder or under the Facility B Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Facility B Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the LendersBanks, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisFacility B Loans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Facility B Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisFacility B Loans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, a Form 1001, 4224 or W-8 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

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

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, letter of credit fees, and any other amount owed to the Lenders Banks, the Managing Agents or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks, the Managing Agents or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. (b) The Subject to compliance by each Bank to the extent applicable with the requirements of Section 2.13, the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Managing Agents, the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders Loans, on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and Agent, the LendersManaging Agents, or the Banks, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on the Loans Notes, on a pro pro-rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lenders, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Lenders, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (Houston time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. (b) The Borrower agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letters, under the Notes, or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisNotes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this 42 Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

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

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, arrangement fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. 11:00 a.m. (New YorkHouston, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New YorkHouston, New York Texas time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. (b) The Subject to the provisions of the definition of Interest Period, or unless otherwise set forth herein, 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. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Subject to Section 2.9(e) hereof, 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. (cd) Prior to the acceleration declaration by the Administrative Agent of an Event of (e) On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in United States law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder and under any Note, or (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder and under any Note. In the event that the Borrower withholds a portion of any payment hereunder in accordance with this Section, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in United States law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to (f) If, after the Agreement Date, any change in applicable law, rule or regulation, or change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the date hereof of any such authority, central bank or comparable agency shall subject any Lender to any tax, duty or other charge (net of any tax benefit resulting therefrom and excluding any charges included in the LIBOR Reserve Percentage) with respect to this Agreement, the Notes, the Loans under Section 8.2 hereofor payments by the Borrower of principal, if some but less than all interest, fees or other amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes (except for taxes on the overall net income of such Lender or its lending office) and which is not related to the credit rating of such Lender or its assets, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Loans or in respect of any other amounts due under this Agreement in respect of its Loans (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office or any other Loan Document; lending office is located), and (iv) the result of any of the foregoing is to increase the payment cost to such Lender of principal then due and payable on making or maintaining any such Loans, or to reduce the Loans on a pro rata basis. (d) Subject to amount of any contrary provisions in sum received or receivable by the definition of Interest Period, if any payment Lender under this Agreement or under its Note with respect thereto, then, on the earlier of a date within fifteen (15) days after demand by such Lender or the Facility A Maturity Date or Facility B Maturity Date, as the case may be, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs to the extent such Lender is charging its other major corporate borrowers for such amounts. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.9(f) and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender made in good faith, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 2.9(f) and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be presumptively correct in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (g) At the election of the other Loan Documents is specified Borrower, amounts to be made on applied, pursuant to Sections 2.5(b), 2.7(c) or 2.7(d) hereof, to prepayment of principal bearing interest at LIBOR may be remitted into a day specifically designated "Deposit Account" and shall not be applied to such prepayment until the end of the Interest Period ending after the date such payment would otherwise be required, so as to avoid incurrence of costs required pursuant to Section 2.10 hereof which is not a Business Daymight otherwise be incurred upon prepayment. In the event the aggregate -38- 44 amount to be prepaid by reason of Sections 2.5(b), it 2.7(c) or 2.7(d) hereof exceeds the amount of principal to be prepaid at the end of the first such Interest Period to terminate after the relevant date of reduction, the excess shall remain in such specifically designated Deposit Account until the end of the next Interest Period, and so on, until the full amount required to be repaid under Sections 2.5(b), 2.7(c) or 2.7(d) hereof has been applied to the Loans. As used herein, the aforesaid "Deposit Account" shall be made on an account maintained with the next Business DayAdministrative Agent as collateral for the Obligations (and the Borrower hereby grants a security interest therein to the Administrative Agent for the Lenders), and such extension the Borrower hereby authorizes the Administrative Agent to apply at any time, without further authorization from the Borrower, the balance of time shall in such case be included in computing said Deposit Account (together with any interest and fees, if any, in connection with such paymentaccrued thereon) to the prepayments required hereunder or otherwise to the Obligations upon an Event of Default.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis (subject to the provisions of Section 11.20 hereof), principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, an Internal Revenue Service Form W-8BEN or W-8ECI (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

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

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

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made made, without condition or deduction for any counterclaim, defense, recoupment, or setoff, not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at the to an account designated by Administrative Agent’s Office, for the account of the Lenders Lenders, Letter of Credit Issuers or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business DayDay for purposes of interest accrual. Receipt Any payment described in this Section 2.8(a) received by the Administrative Agent by 1:00 p.m. of the date specified for such payment shall be disbursed to Lenders or the applicable Letter of Credit Issuer(s), as the case may be, on such date; any payment intended for any Lender or Lenders hereunder prior to received after 1:00 p.m. (New York, New York time) on any Business Day such date shall be deemed disbursed to constitute receipt by such Lender Lenders or Lenders the applicable Letter of Credit Issuer(s), as the case may be on such the next following Business Day. In the case of a payment for the account of a LenderLender or a Letter of Credit Issuer, then, subject to the provisions of Section 2.9 of this Agreement, Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderLender or such Letter of Credit Issuer. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify Lenders and, if appropriate, the applicable Lenders Letter of Credit Issuer, accordingly, and Administrative Agent shall not be obligated to make any distributions under this Section 2.8. (b) The Unless Borrower agrees has notified Administrative Agent prior to pay principalthe date any payment is required to be made by it to Administrative Agent hereunder that Borrower will not make such payment, interestAdministrative Agent may assume that Borrower has timely made such payment and may (but shall not be so required to), fees in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and all other amounts due hereunder or to the extent that such payment was not in fact made to Administrative Agent in immediately available funds, then each Lender shall forthwith on demand repay to Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect. A notice of Administrative Agent to any Lender with respect to any amount owing under the Notes without set-off or counterclaim or any deduction whatsoeverthis subsection (b) shall be conclusive, except as provided in Section 10.3 hereofabsent manifest error. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Borrower may not make payments, in the aggregate, under this Agreement (excluding any payments specifically required pursuant to the terms of this Agreement) more than (i) three (3) times in any calendar month plus (ii) six (6) additional times in any twelve (12) calendar month period. In any event, Borrower may not make, in the aggregate, more than forty (40) payments (excluding any payments specifically required pursuant to the terms of this Agreement) under this Agreement in any twelve (12) calendar month period. (e) Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes and Letter of Credit Obligations without set-off or counterclaim or any deduction whatsoever.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligations) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of an Issuing Lender’s or Fronted L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentFronted L/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyand any amount payable to any Lender under Sections 4.9, but no later than the close of business on the date such payment is deemed received4.10, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent 4.11 or 13.3 shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(c), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.6, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.6(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrower (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, a Form 1001, 4224 or W-8 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrower (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

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

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed deemed, solely for the purpose of the calculation of interest, received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Bank as required under this Section 2.9, the Administrative Agent agrees to pay such Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or hereunder, under the Notes or under any other Loan Document without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, levies and withholding other than taxes on the revenues or net income of any Bank and except as provided in Section 10.3 hereof2.13. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(b)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration 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 or any of the Banks with respect to the Obligations, such amounts shall be paid to the Administrative Agent, and the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis(except as provided in Section 2.2(e) hereof); (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans (and, for purposes of this clause (iv), Obligations under Interest Hedge Agreements, to the extent the Administrative Agent has received notice that such Obligations are then due and payable, shall be paid on a pro rata basisbasis with the Loans). (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

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

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligations) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of an Issuing Lender’s or Fronted L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentFronted L/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyand any amount payable to any Lender under Sections 4.9, but no later than the close of business on the date such payment is deemed received4.10, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent 4.11 or 13.3 shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(c), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.. CHL:40759.7

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Bank as required under this Section 2.9, the Administrative Agent agrees to pay such Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.9(b)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Banks for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a made under the Facility B Commitment and the Facility C Commitment, pro rata basisbetween the Facility B Commitment and the Facility C Commitment on the basis of the respective Commitment Ratios of the Banks applicable to the particular Facility B Commitment and Facility C Commitment; and (v) to the payment of principal then due and payable on the Loans made under the Facility A Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

Manner of Payment. (a) Loans Denominated in Dollars. Each payment (including, without limitation, any prepaymentincluding repayments described in Article II) by the Borrower on account of the principal of or interest on the Loans and denominated in Dollars or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note (except as set forth in Sections 4.4(b) and 4.4(c)) shall be made in Dollars not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders pro rata in accordance with their respective Commitment Percentages in immediately (b) Alternative Currency Loans (other than Specified A/C Loans). Each payment (including repayments described in Article II) by the Borrower on account of the principal of or interest on the Loans denominated in any Alternative Currency (other than a Specified Alternative Currency) shall be made in such Alternative Currency not later than 11:00 a.m. (the time of the Administrative Agent, as 's Correspondent) on the case may be, in lawful money date specified for payment under this Agreement to the Administrative Agent's account with the Administrative Agent's Correspondent for the account of the United States of America Lenders pro rata in accordance with their respective Commitment Percentages in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by after such time but before 12:00 noon (the time of the Administrative Agent Agent's Correspondent) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 1:00 p.m. 12:00 noon (New York, New York timethe time of the Administrative Agent's Correspondent) shall be deemed received to have been made on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any succeeding Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. (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 hereofpurposes. (c) Prior to Specified A/C Loans. Each payment (including repayments described in Article II) by the acceleration Borrower on account of the principal of or interest on any Specified A/C Loans under Section 8.2 hereof, if some but less shall be made in such Specified Alternative Currency not later than all amounts due from 12:00 noon (the Borrower are received by time of the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (iAgent's Correspondent) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any date specified for payment under this Agreement to the applicable Specified A/C Lenders pro rata in accordance with their respective Specified A/C Commitment Percentages in immediately available funds, and shall be made without any set-off, counterclaim or any deduction whatsoever. Any payment received after such time but before 1:00 p.m. (the time of the other Loan Documents is specified to be made Administrative Agent's Correspondent) on a such day which is not a Business Day, it shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day, and such extension . Any payment received after 1:00 p.m. (the time of time the Administrative Agent's Correspondent) shall in such case be included in computing interest and fees, if any, in connection with such paymentdeemed to have been made on the next succeeding Business Day for all purposes.

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

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

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

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

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis, principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, an Internal Revenue Service Form W-8BEN or W-8ECI (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or Agreement, the Notes or any other Loan Document shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding (other than Excluded Taxes, collectively, "Taxes"). Subject to the compliance by the Administrative Agent and each Lender with the provisions of Section 2.14 hereof, if the Borrower is required by Applicable Law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent or any Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.10(b)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Lender, as applicable, with evidence satisfactory to the Administrative Agent or such Lender, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Lenders for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under each of the Term Loan A Commitment and the Term Loan B Commitment; and (v) t the payment of principal then due and payable on a pro rata basisthe Loans made under the Revolving Loan Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans its Loans, fees, and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) 12:00 noon shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. The Administrative Agent will distribute such amounts for the account of a Bank entitled thereto on the same Business Day as received by Administrative Agent if Administrative Agent receives such payment prior to 1:00 p.m. and on the next Business Day if Administrative Agent receives such payment after 1:00 p.m. If the Administrative Agent fails to pay any such amount to a Bank as provided in the previous sentence, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordinglyBanks accordingly and the Administrative Agent shall not be obligated to make any distributions under this Section 2.7. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes and Letter of Credit Obligations without condition or deduction for any counterclaim, defense, recoupment or setoff.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Bank as required under this Section 2.9, the Administrative Agent agrees to pay such Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

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

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes other Loan Documents shall be made not later than 1:00 p.m. 11:00 a.m. (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or and the Administrative Agent, or any of them, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. 11:00 a.m. (New YorkDallas, New York Texas time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders the Administrative Agent hereunder prior to 1:00 p.m. 11:00 a.m. (New YorkDallas, New York Texas time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders the Administrative Agent (as appropriate) on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. If any payment under this Agreement or any of the Notes shall be specified to be made on a day which is not a Business Day, such payment shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, due and payable on such next succeeding Business Day. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided 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 ObligationsAgent, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the LendersCommitment Ratios: (i) to the costs and expenses, if any, incurred by the Administrative Agent in the collection of such amounts under this Agreement; (ii) to the payment on a pro rata basis of any all fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lendershereunder; (iiiii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iiiiv) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any the other Loan DocumentDocuments; and (ivv) to the payment of principal then due and payable on the Loans on a pro rata basisoutstanding, which payment shall be applied against outstanding Advances in the following order of priority: (A) Advances, the Interest Period for which is expiring concurrently with such payment, (B) other Base Rate Advances, and (C) other LIBOR Advances. Subsequent to the acceleration of the Loans under Section 8.2 hereof, all amounts received from any source whatsoever by the Administrative Agent or any of the Lenders with respect to the Borrower shall be paid to and distributed by the Administrative Agent in the manner provided in Section 2.11(c) hereof. (d) Subject Prior to the date on which any contrary provisions Person becomes a Lender hereunder, and from time to time thereafter if required by law due to a change in circumstances or if reasonably requested by the definition Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of Interest Periodchange in law or otherwise), if any payment each Lender organized under this Agreement the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with an IRS Form 4224 or any of Form 1001 or other applicable form, certificate or document prescribed by the other Loan Documents is specified Internal Revenue Services certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made on to such Lender hereunder and under any Note. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to United States withholding tax (or there is a day which is not a Business Daychange in law preventing delivery thereof), it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if anyBorrower or the Administrative Agent shall, in connection with the case of payments to or for any Lender organized under the law of a jurisdiction outside the United States, (i) withhold taxes from such paymentpayments at the applicable statutory rate, or at a rate reduced by an applicable tax treaty (provided that the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that such reduced rate applies) and (ii) pay such Lender such payment net of any taxes withheld. To the extent that the Borrower is obligated hereunder, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure.