Common use of Method of Payment Clause in Contracts

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentExcept as otherwise expressly provided herein, all payments of principal, interest, reimbursement obligations and other amounts to be made by the Borrower or any Obligated Party under the Loan Documents shall be made to the Agent at the Principal Office for the account of each applicable Bank's Applicable Lending Office in connection with Facility LCs, fees, premiums, reimbursable expenses (includingDollars and in immediately available funds, without limitationset-off, all reimbursement for fees deduction, or counterclaim, not later than 1:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). The Borrower and expenses pursuant each Obligated Party shall, at the time of making each such payment, specify to Section 9.6), and other the Agent the sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that the Borrower fails to so specify and such payment can not otherwise be identified as a payment required under subsection 5.4(b), or if an Event of Default has occurred and is continuing, the Agent may be paid from the apply such payment and any proceeds of Advances made hereunder whether made following a request by any Collateral to the Borrower Representative pursuant Obligations in such order and manner as it may elect in its sole discretion, subject to Section 2.1 or a deemed request as 5.6); provided in this Section 2.17 or may be deducted from the Funding Account or that any other deposit account voluntary prepayment of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes Term Loans under Section 5.4(a) made within ten (i10) the Agent Business Days prior to make an Advance for the purpose of paying each a scheduled payment of principal, interest and fees as it becomes due hereunder or any other amount due date under the Loan Documents and agrees that all such amounts charged shall constitute Term Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed a "payment" rather than a "prepayment" to have been requested pursuant the extent necessary to Section 2.1 and (ii) discharge the next due installment. Each payment received by the Agent to charge under any Loan Document for the Funding Account or any other deposit account of a Secured Party shall be paid to such Secured Party by 3:00 p.m. on the Borrower maintained with Chase date the payment is deemed made to the Agent in immediately available funds, for each the account of such Secured Party's Applicable Lending Office, if any. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of principal, interest and fees commitment fee, as it becomes due hereunder or the case may be, except for any other amount due under payment on a Libor Account, in which case if the Loan Documentsnext succeeding Business Day is in the next calendar month, then such payment shall be made on the next preceding Business Day.

Method of Payment. (a) All Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. Except as set forth in the next sentence, all payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon (local timeLocal Time) on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders in accordance with their Pro Rata Shares. Any payment received All payments to be made by the Agent after such time a Borrower hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent at its Eurocurrency Payment Office for such currency, and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied ratably by the Administrative Agent among the Lenders in whole or accordance with their respective Pro Rata Shares (or, in part against the Obligationscase of any applicable Borrowing Subsidiary, on the day of receipt, subject to actual collectiontheir respective BSub Percentages). Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent. Each Borrower authorizes the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the such Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder JPMCB or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Multicurrency Advance, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the applicable Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that such Borrower take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 12:00 p.m. (local Chicago time) on the date when due and shall (except in the case of Reimbursement Obligations for which the applicable LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance JPMorgan for the purpose of paying each payment of principal, interest and fees the Obligations as it becomes due hereunder or any hereunder. Subject to the terms and conditions of Section 6.25, the Agent is also hereby authorized to charge each Collection Account into which Receivables collections and other amount due under proceeds of Collateral are deposited. Subject to the Loan Documents terms and agrees that all conditions of Section 6.25, the Agent shall apply such amounts charged on a daily basis to reduce outstanding Obligations. For purposes of computing interest, fees and the Available Aggregate Revolving Loan Commitment as of any date, (x) all amounts constituting immediately available goods funds shall constitute Loans be deemed received by the Agent on the Business Day on which such amounts are deposited into one of the aforementioned Collection Accounts maintained with JPMorgan or an Affiliate thereof, and (including Non-Ratable Loansy) all amounts not constituting immediately available good funds shall be deemed received by the Agent on the first Business Day following the Business Day on which such amounts are deposited into one of the aforementioned Collection Accounts maintained with JPMorgan or an Affiliate thereof. In the event any such amount is applied and the payment item evidencing such amount is subsequently dishonored, Swingline Loansreturned for insufficient funds, Overadvances required to be returned to the applicable Account Debtor, or required to be remitted to a Person other than the Agent or a Lender, the Obligations shall be increased by the amount originally applied in reduction thereof and Protective Advances) and that all such Advances interest shall be deemed to have accrued on such amount from the Business Day on which such amount was originally credited as a reduction of the Obligations through the Business Day on which such amount is repaid. The Borrower shall also be required to pay any fees that would have accrued during such period had such amount not been requested deemed paid during such period. Each reference to the Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each LC Issuer in the case of payments required to be made by the Borrower to such LC Issuer pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.19.6.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or converted into. All payments of the Obligations hereunder shall be made, without condition or deduction for any counterclaim, defense, recoupment or setoff, deduction, or counterclaim, in immediately available funds by wire transfer to the Administrative Agent at (except as set forth in the next sentence) the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent Office specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon (local time) on the date when due and (except for payments on Swingline Loans and Alternate Currency Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders or except as otherwise specifically required hereunder) shall be applied ratably by the Administrative Agent among the Lenders. Any payment received All payments to be made by the Agent after such time Borrowers hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day and any applicable interest or fee shall continue to accrue. Solely date due in such funds as may then be customary for purposes the settlement of determining international transactions in such currency for the amount account of Loans available the Administrative Agent, at the Administrative Agent’s Office for borrowing purposessuch currency not later than the Applicable Time specified by the Administrative Agent, checks and cash or other immediately available funds from collections and, except for payments of items of payment and proceeds of any Collateral Alternate Currency Loans, shall be applied in whole or in part against ratably by the Obligations, on Administrative Agent among the day of receipt, subject to actual collectionLenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at at, (i) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such LenderLender and (ii) with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the funds received from the applicable Borrower, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender for such currency. (b) At Notwithstanding the election foregoing provisions of this Section, if, after the Agentmaking of any Advance in any currency other than Dollars, all payments currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of principal, interest, reimbursement obligations currency in connection with Facility LCs, fees, premiums, reimbursable expenses which the Advance was made (including, without limitation, all reimbursement the “Original Currency”) no longer exists or the relevant Borrower is not able to make payment to the Administrative Agent for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with Lenders in such Original Currency, then all payments to be made by the Agent. The Borrower hereby irrevocably authorizes Borrowers hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each date of repayment) of such payment due, it being the intention of principal, interest and fees as it becomes due hereunder the parties hereto that the Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder and under the other Loan Documents shall be made, observed or performed, without setoff, deduction, or counterclaimcounterclaim (whether sounding in tort, contract or otherwise) or Tax. All amounts payable for the account of the Administrative Agent shall be paid in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Any payment received by All amounts payable for the Agent after such time shall be deemed to have been received account of any Lender under the Loan Documents shall, in the case of payments on account of principal of or interest on the following Business Day and any applicable interest Loans or fee shall continue fees, be made to accrue. Solely for purposes the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII and, in the case of determining all other payments, be made directly to such Lender at its address specified pursuant to Article XIII or at such other address as such Lender may designate by notice to the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionBorrower. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Borrower hereby authorizes the election of Administrative Agent and each Lender, if and to the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums extent any amount payable by the Borrower under the Loan DocumentsDocuments (whether payable to such Person or to any other Person that is the Administrative Agent or a Lender) is not otherwise paid when due, may be paid from to charge such amount against any or all of the proceeds accounts of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account with such Person or any other deposit of its Affiliates (whether maintained at a branch or office located within or without the United States), with the Borrower remaining liable for any deficiency. Any Lender charging an amount against an account of the Borrower maintained with shall provide notice thereof to the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose Borrower, within a reasonable time thereafter, which notice shall include a description in reasonable detail of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsaction.

Method of Payment. (a) All payments (including prepayments) of principal, interest, commitment fees and other amounts payable hereunder by the Obligations hereunder shall Company shall, subject to Section 11.4, be made, made without setoff, deduction, setoff or counterclaim, counterclaim in immediately available funds to the Agent Administrative Agent, for the benefit of the Banks, at the Agent’s address specified pursuant to Article XIII, or XIII at any other Lending Installation of the Agent specified in writing by the Agent time up to the Borrower Representative12:00 noon, by noon (local New York City time) , on the date when due and shall be applied ratably by the Agent among the Lendersdue. Any payment amount received by the Agent after such time on any date shall be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining calculating interest thereon. If any payment hereunder shall be due on a day that is not a Business Day, the amount of Loans available date for borrowing purposespayment shall be extended to the next succeeding Business Day, checks and cash or other immediately available funds from collections of items of payment and proceeds and, in the case of any Collateral payment accruing interest, interest thereon shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent payable for the account period of any Lender such extension. All payments hereunder shall be delivered promptly by made in lawful money of the Agent to such Lender in the same type United States of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderAmerica. (b) At the election of the AgentExcept with respect to payments made to a Bank whose Commitment is terminated pursuant to Section 2.12, (A) all payments of principalprincipal of, interestand interest on, reimbursement obligations any Advance shall be made by the Administrative Agent to the Banks ratably among the Banks, in connection with Facility LCs, fees, premiums, reimbursable expenses proportion to the outstanding principal amount of their respective Loans constituting part of such Advance and (including, without limitation, B) all reimbursement for payments of commitment fees and expenses pursuant to Section 9.6), and other sums amounts payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make an Advance for the purpose of paying each payment Banks shall be made to the Banks ratably among the Banks, in proportion to the amounts thereof owing to them. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees as it becomes then due hereunder or any other amount due under the Loan Documents and agrees that hereunder, such funds shall be applied first, towards payment of all such amounts charged shall constitute Loans (including Non-Ratable Loans, Obligations in respect of Swingline Loans, Overadvances second, towards payment of interest and Protective Advancesfees then due in respect of Revolving Loans, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and third, towards payment of principal then due in respect of Revolving Loans, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) and that all such Advances If any Bank shall fail to make any payment required to be deemed to have been requested made by it pursuant to Section 2.1 and 2.14, 4.1 or 4.3(b), then the Administrative Agent may, in its discretion (ii) notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent to charge for the Funding Account or any other deposit account of such Bank to satisfy such Bank’s obligations under such Sections until all such unsatisfied obligations are fully paid, but any such application shall not affect the Borrower maintained with Chase for each payment discharge of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsCompany of its obligations in respect of which such amounts were received.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIII in immediately available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in a Foreign Currency, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the applicable Lenders. Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. . The Agent is hereby authorized to charge the account of each Borrower maintained with JPMorgan (bor its Affiliates) At the election of the Agent, all payments for each payment of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest Reimbursement Obligations and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of any Foreign Subsidiary Borrower for any payment of principal or any other amount due under interest on Loans made to the Loan Documents and agrees that all such amounts charged Company, or for fees incurred by the Company). Each reference to the Agent in this Section 2.12 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Company to the LC Issuer pursuant to Section 2.1 2.19.6. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Credit Event was made (iithe “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Agent to charge for the Funding Account or any other deposit account of the applicable Lenders or to the LC Issuer in such Original Currency, then all payments to be made by such Borrower maintained with Chase for each hereunder in such currency shall be made to the Agent or the LC Issuer in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment of principal, interest and fees as it becomes otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any currency other than Dollars, any Borrower is not able to make payment to the Agent for the account of the Lenders or to the LC Issuer in the type of currency in which such Credit Event was made because of the imposition of any such currency control or exchange regulation, then such Credit Event shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Credit Event, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations, and each Borrower agrees to indemnify and hold harmless the Agent, the LC Issuer and the Lenders from and against any loss resulting from any Credit Event made to or for the benefit of such Borrower denominated in a Foreign Currency that is not repaid to the Agent, the LC Issuer or the Lenders, as the case may be, in the Original Currency.

Method of Payment. (a) All payments of the Obligations hereunder required to be made pursuant to this Agreement shall be made, without setoff, deduction, or counterclaim, made in immediately available funds (i) with respect to the Commitment Fee, in United States dollars to the account in the continental United States designated by the Administrative Agent at the Agent’s address specified pursuant to Article XIIISection 2.3, or at any other Lending Installation of the Agent specified in writing by the Agent (ii) with respect to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed payments relating to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses principal, interest, any gross-up or any payments pursuant to Section 9.62.13 or 10.3), and other sums payable under in the lawful currency of the country in which the Loan Documentsis denominated, may be paid from to the proceeds of Advances made hereunder whether made following a request by Administrative Agent for the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained Banks at (A) the Domestic Funding Office, with respect to each Domestic Loan denominated in United States dollars, (B) the AgentEurodollar Funding Office, with respect to each Eurocurrency Loan which is denominated in United States dollars, (C) the Foreign Currency Funding Office, with respect to each Foreign Currency Loan denominated in a Foreign Currency or (D) in each case, at such other location as may be agreed upon by the Administrative Agent and the Company and (iii) with respect to any other payment due hereunder, in such currency and in such place or office as may be required hereunder or as may otherwise be agreed upon by the Administrative Agent and the Company. The Borrower hereby irrevocably authorizes (i) Administrative Agent shall distribute such payments to the Agent Banks promptly upon receipt in like funds as received. Whenever any payment of principal of, or interest on, any Domestic Loan or of the Commitment Fee shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to make an Advance for the purpose next succeeding Domestic Business Day and, in the case of paying each a payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances thereon shall be deemed payable for such extended time. Whenever any payment of principal of, or interest on, any Eurocurrency Loan which is denominated in United States dollars shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to have been requested pursuant the next succeeding Eurodollar Business Day, unless as a result thereof such date would fall in the next calendar month, in which case, such date shall be advanced to Section 2.1 and (ii) the Agent to charge next preceding Eurodollar Business Day, and, in the Funding Account or any other deposit account case of the Borrower maintained with Chase for each a payment of principal, interest and fees thereon shall be payable to the date of payment as it becomes extended or advanced as the case may be. Whenever any payment of principal of, or interest on, any Foreign Currency Loan shall be due hereunder on a day which is not a Foreign Currency Business Day, the date for payment thereof shall be extended to the next succeeding Foreign Currency Business Day, unless as a result thereof such date would fall in the next calendar month, in which case, such date shall be advanced to the next preceding Foreign Currency Business Day, and, in the case of a payment of principal, interest thereon shall be payable to the date of payment as extended or any other amount due under advanced as the Loan Documentscase may be.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIII in immediately available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. . The Agent is hereby authorized to charge the account of each Borrower maintained with JPMorgan (bor its Affiliates) At the election of the Agent, all payments for each payment of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest Reimbursement Obligations and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of any Foreign Subsidiary Borrower for any payment of principal or any other amount due under interest on Loans made to the Loan Documents and agrees that all such amounts charged Company, or for fees incurred by the Company). Each reference to the Agent in this Section 2.12 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Company to the LC Issuer pursuant to Section 2.1 2.19.6. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (iithe “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Agent to charge for the Funding Account or any other deposit account of the Lenders in such Original Currency, then all payments to be made by such Borrower maintained with Chase for each hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment of principal, interest and fees as it becomes otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 2.18 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoffset off, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Agent’s address specified pursuant to Article XIII, Administrative Office or at any other Lending Installation Office of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 11:00 a.m. (local timeCentral Time) on the date when due and shall be applied ratably by the Administrative Agent among Lenders in the LendersFacility. Any Each such payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied made in whole or in part against the Obligations, on the day of receipt, subject to actual collectionDollars. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII herein or at any Lending Installation Office specified in a notice received by the Administrative Agent from such Lender. . Payments not made by Administrative Agent within one (b1) At Business Day after receipt shall accrue interest at Federal Funds Effective Rate. Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase ▇▇▇▇▇ for each payment of principal, interest and fees as it becomes due hereunder hereunder. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.7, 2.16, 2.17, 3.1, 3.5 or 12.8, then the Administrative Agent shall, notwithstanding any other amount due contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Banks to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the Loan Documentscase of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to euro, in euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at (except as set forth in the next sentence) the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by 12:00 noon (local timeLocal Time) on the date when due and shall (except with respect to repayments of Swing Line Loans, and except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received All payments to be made by the Agent after such time Borrower hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent, at its Eurocurrency Payment Office for such currency and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against ratably by the Obligations, on Administrative Agent among the day of receipt, subject to actual collectionLenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Administrative Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement ’s Eurocurrency Payment Office for fees and expenses pursuant such currency. The Administrative Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance BTMU for the purpose of paying each payment of principal, interest and fees the Obligations as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Administrative Agent in this Section 2.13 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuers in the case of payments required to be made by the Borrower to the LC Issuers pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.24.6.

Method of Payment. (ai) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by 12:00 noon (local timeLocal Time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender and (b) with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the funds received from the Borrower at the address of the Agent’s Eurocurrency Payment Office for such currency. (bii) At Notwithstanding the election foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Agent for the account of the AgentLenders in such Original Currency, then all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant hereunder in such currency shall instead be made when due in Dollars in an amount equal to Section 2.1 or a deemed request the Dollar Amount (as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with date of repayment) of such payment due, it being the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account intention of the parties hereto that the Borrower maintained with Chase for each payment take all risks of principal, interest and fees as it becomes due hereunder the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (ai) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Agent’s address specified pursuant to Article XIIIAdministrative Office, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) 1:00 p.m. New York time on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Any Each such payment received by the Agent after such time shall be deemed to have been received on made in Dollars. (ii) As provided elsewhere herein, all Lenders’ interests in the following Business Day Borrowings and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral Loan Documents shall be applied in whole or in part against ratable undivided interests and none of such Lenders’ interests shall have priority over the Obligations, on the day of receipt, subject to actual collectionothers. Each payment delivered to the Administrative Agent for the account of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be delivered paid promptly (on the same day as received by the Administrative Agent if received prior to 1:00 p.m. New York time, and otherwise on the next Business Day) by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Payments received by the election of Administrative Agent but not timely funded to the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums Lenders shall bear interest payable under by the Loan Documents, may be paid Administrative Agent at the Federal Funds Effective Rate from the proceeds of Advances made hereunder whether made following a request by date due until the Borrower Representative pursuant date paid. The Administrative Agent is hereby authorized to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from charge the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase Bank for each payment of principal, interest and fees as it becomes due hereunder hereunder. (iii) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.9, 2.20, 2A.5, 2A.6(b) or 10.8, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (A) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (B) hold any such amounts in a segregated account as cash collateral for, and application to, any such unsatisfied obligations of such Lender under any such Section or any other amount due under contingent reimbursement obligations of such Lender with respect to then outstanding Facility Letters of Credit until all such unsatisfied obligations are fully paid, in the Loan Documentscase of each of clauses (A) and (B) above, in any order as determined by the Administrative Agent in its discretion.

Method of Payment. (ai) Each Subsidiary Borrower Advance shall be ----------------- repaid and each payment of interest thereon shall be paid in the currency in which such Subsidiary Borrower Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Subsidiary Borrower Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeSubsidiary Borrower, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Subsidiary Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Subsidiary Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the Subsidiary Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder First Chicago or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. (ii) Notwithstanding the foregoing provisions of this Section, if, after the making of any Subsidiary Borrower Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Subsidiary Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Subsidiary Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Subsidiary Borrower take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the Agentcase may be, to such Lender’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may be, specified in writing by the Agent to the Borrower RepresentativeDomestic Borrower, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Domestic Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the a Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the applicable Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Canadian Correspondent Lender, and/or the UK Correspondent Lender (ii) a Canadian Loan Party shall be made to the Canadian Correspondent Lender or the UK Correspondent Lender, and (iii) a UK Loan Party shall be made to the UK Correspondent Lender or the Canadian Correspondent Lender.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars or payments made by a Foreign Subsidiary Borrower, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 1:00 p.m. (local Chicago time) or, with respect to payments covered by clause (ii), 1:00 p.m. local time in the city of the applicable Eurocurrency Payment Office on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . Any payment owing by a Borrower to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Lender shall be deemed to have been requested pursuant paid to Section 2.1 and (ii) such Lender by such Borrower upon the Administrative Agent’s receipt of such payment from such Borrower. Each Borrower authorizes the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with JPMorgan Chase for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder; provided, that the Administrative Agent promptly notifies the Borrower thereof. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by a Borrower to any Issuing Bank pursuant to Article III. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations principal, interest, fees, commissions, and other amounts payable hereunder shall be made, without setoff, deduction, deduction or counterclaim, counterclaim in immediately available funds to the Administrative Agent (a) at the Administrative Agent’s 's address specified pursuant to Article XIIIXV with respect to Advances or other Obligations denominated in Dollars and (b) at the Administrative Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon 1:00 p.m. (local New York time) on the date when due and shall be applied ratably by the Agent among the Lendersapplicable Lenders with respect to any principal and interest due in connection with Loans. Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower Company maintained with Chase BNS for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Company to any Issuing Bank pursuant to Article III. All payments to be made by the Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.20 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (local time) on the date on which such payment shall become due. Promptly, and in any event within two (2) Business Days after receipt, upon receipt of any payment of principal of the Alternate Currency Loans the applicable Alternate Currency Bank shall give written notice to the Administrative Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the "New Currency") are introduced and the type of currency in which the Advance was made (the "Original Currency") no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or the applicable Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments The Borrower shall make each payment under this Agreement and under any of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) Notes not later than 11:00 A.M. Chicago time on the date when due and shall be applied ratably by in lawful money of the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered United States to the Agent for the account of the applicable Lending Office of each applicable Lender (or, in the case of Swing Line Loans, for the account of the Swing Line Lender) in immediately available funds. The Agent will promptly thereafter cause to be distributed (1) the Applicable Pro Rata Share of such payments of principal and interest with respect to Loans (other than Swing Line Loans) in like funds to each Revolving Credit Lender or Term Loan Lender (as applicable) for the account of its applicable Lending Office, (2) such payments of principal and interest with respect to Swing Line Loans solely to the Swing Line Lender and (3) other fees payable to any Lender to be applied in accordance with the terms of this Agreement. If any such payment is not received by the applicable Lender on the Business Day on which the Agent received such payment (or the following Business Day if the Agent’s receipt thereof occurs after 2:00 P.M. (Chicago time)), such Lender shall be delivered promptly by entitled to receive from the Agent interest on such payment at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate (which interest payment shall not be an obligation for the Borrower’s account, including under Section 11.04 or Section 11.06). The Borrower hereby authorizes each Lender, if and to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII extent payment is not made when due under this Agreement or at under any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentNotes, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid charge from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant time to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or time against any other deposit account of the Borrower maintained with such Lender any amount as due. Whenever any payment to be made under this Agreement or under any of the Agent. The Borrower hereby irrevocably authorizes (i) Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the Agent to make an Advance for next succeeding Business Day, and such extension of time shall be included in the purpose computation of paying each the payment of principal, interest and fees the commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all case may be, except, in the case of a LIBOR Loan, if the result of such amounts charged shall constitute Loans (including Non-Ratable Loansextension would be to extend such payment into another calendar month, Swingline Loans, Overadvances and Protective Advances) and that all such Advances payment shall be deemed to have been requested pursuant to Section 2.1 and (ii) made on the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsimmediately preceding Business Day.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s address specified pursuant to Article XIII13, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, shall be initiated by 12:00 noon (local time) on the date when due and shall (except (i) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (ii) with respect to repayments of Swing Line Loans, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (x) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (by) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the applicable Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement ’s Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the any Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder JPMorgan or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest interest, Reimbursement Obligations and fees due from such Borrower as it becomes due hereunder. Each reference to the Agent in this Section 2.14 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by any Borrower to the LC Issuer pursuant to Section 2.22(f). (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or a Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by 11 a.m. (Chicago time) with respect to all Swingline Loans and by noon (local Chicago time) on the date when due and shall be applied ratably by the Agent among the LendersLenders except payments made on Swingline Loans, which shall be applied among the Lenders as provided in Section 2.1.3. Any payment received by the Agent or Swingline Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent or Swingline Lender for the account of any Lender shall be delivered promptly by the Agent or Swingline Lender to such Lender in the same type of funds that the Agent or Swingline Lender received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent or Swingline Lender from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 2.18 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans, Non-Ratable Loans, Swingline Loans, Overadvances Loans and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase Bank, N.A. for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of Approved applications will be transferred by the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds employer as a regular declaration to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit bank account of the Borrower maintained with the Agentemployee concerned. This model form can be used freely as a guide. Employers can draw up their own form and use this model form as a checklist. The Borrower hereby irrevocably authorizes (i) undersigned requests the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account reimbursement of the Borrower maintained following medical costs: Employee’s job Date employee commenced employment Year Total of legal deductible Request to reimburse deductible (the sum of the treatments below to a maximum of the legal deductible of the year concerned) Type of treatment Costs of deductible incurred Date Total costs of deductible The following documents must be submitted along with Chase this application form: declaration form / specifications from healthcare insurer and copies of the relevant invoices (if available). If these documents are not enclosed in full, no reimbursement will take place. The undersigned hereby declares that this application form has been completed truthfully. Place, date Signature Article 1 Tasks, composition and secretary of the Commission 1. In order to promote correct and clear interpretation and application of this CAO, the social partners Kunstenbond and NAPK are founding a Social Commission CAO for Drama and Dance (hereinafter the Commission). The Commission comprises four members and four deputy members, of which two members and two deputy members are appointed by NAPK and two members and two deputy members by Kunstenbond. The Commission elects a chair from it ranks, preferably in such a way that this post is occupied in turn by each payment of principalthe social partners. If required, interest and fees the Commission can be temporarily expanded by an independent chair. 2. The tasks of the Social Commission are: a. Giving a viewpoint/decision or advice to an employer/employers, an employee/employees, social partners or other parties concerned regarding the definition and/or application of the provisions in this CAO; b. At the request of an employer of employers, dealing with requests for exemption from provisions in this CAO, see Article 4 of this Appendix; c. Giving weighty advice to employer(s) or employee(s) in the case of disputes about the definition and/or application of this CAO. At the request of parties concerned the advice may be considered as it becomes due hereunder or any other amount due under binding. 3. The secretary of the Loan DocumentsCommission is located at NAPK, e-mail ▇▇▇▇@▇▇▇▇.▇▇.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars, (ii) at the applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany and (iii) with respect to any payment due from or on behalf of the Subsidiary Borrower, at the Administrative Agent’s address in London, England, specified pursuant to Article XIV, in the case of the foregoing clauses (i) and (ii), by noon 1:00 p.m. (local timeLocal Time) or, in the case of the foregoing clause (iii), by 3:00 p.m. (Local Time), in each case, on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV, at the applicable Eurocurrency Payment Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account accounts of the Company and the Subsidiary Guarantors maintained with JPMCB or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder hereunder. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Company to the Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section 2.11, if, after the making of any Advance in any Agreed Currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency, with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any other Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be the Equivalent Amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

Method of Payment. Except as otherwise specified herein, all payments by the Borrower of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency and Letters of Credit denominated in Foreign Currency or Additional L/C Currency, in the applicable Foreign Currency or Additional L/C Currency in which such Revolving Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, reimbursements by the Borrower may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII‎Article 13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local New York time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency or Additional L/C Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time of any Issuing Lender’s fees or L/C Participants’ commissions shall be deemed to have been received on made in like manner, but for the following Business Day and any applicable interest account of such Issuing Lender or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesL/C Participants, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against as the Obligations, on the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such L▇▇▇▇▇’s address specified pursuant to Article XIII ‎Article 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (ai) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.19.6. (ii) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations. For purposes of this Section 2.13(ii), the commencement of the third stage of European Economic and Monetary Union shall not constitute the imposition of currency control or exchange regulations. (iii) If any other amount due under Advance is capable of being made in either the Loan DocumentsEuro or in a National Currency Unit, such Advance shall be made in the Euro.

Method of Payment. (a1) All payments of the Obligations hereunder shall be made, TENANT must pay all rent timely and without setoffdemand, deduction, or counterclaimoffset, except as permitted by law or this lease. (2) Unless the parties agree otherwise, TENANT may not pay rent in cash and will pay all rent by check, (3) LANDLORD requires TENANT(s) to pay monthly rents by one check or draft. Third party checks are not permitted. (4) If TENANT fails to timely pay any amounts due under this lease or if any check of TENANT is not honored by the institution on which it was drawn, LANDLORD may require TENANT to pay such amount and any subsequent amount under this lease in certified funds. This paragraph does not limit LANDLORD from seeking other remedies under this lease for TENANT’S failure to make timely payments with good funds. (5) Payments sent through the mail are sent at the sole risk of the TENANT, and TENANT acknowledges that early mailing will be required for rent to be received on time. All signatories to this Lease are responsible jointly and individually for the faithful performance of this Lease. All payments made shall first be applied to any outstanding balances of any kind, including late charges and/or any additional charges under this Lease. All notices by TENANT to LANDLORD shall be sent to LANDLORD'S address above by certified mail. (6) TENANT understands, acknowledges and agrees that all rents due under the terms of this Lease are to be paid to ▇▇▇▇▇▇▇▇▇ Property Management, LLC, and no one else, including the property owners themselves. ▇▇▇▇▇▇▇▇▇ Property Management, LLC, is acting pursuant to express written authority granted by the property owners. Unless otherwise directed from ▇▇▇▇▇▇▇▇▇ Property Management, LLC, in immediately available funds writing, all rents must be paid to ▇▇▇▇▇▇▇▇▇ Property Management, LLC, as referenced above. In the Agent at event of a dispute between ▇▇▇▇▇▇▇▇▇ Property Management, LLC, and the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation owners of record of the Agent specified property, TENANT shall continue to remit rents to ▇▇▇▇▇▇▇▇▇ Property Management, LLC, unless directed otherwise in writing by the Agent ▇▇▇▇▇▇▇▇▇ Property Management, LLC. TENANT further understands, acknowledges and agrees that should he or she pay rents to the Borrower Representativeanyone other than ▇▇▇▇▇▇▇▇▇ Property Management, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesLLC, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the ObligationsTENANT does hereby grant that ▇▇▇▇▇▇▇▇▇ Property Management, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan DocumentsLLC, may proceed in filing an eviction for non-payment of rents, the cost of which will be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or TENANT and/or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentstheir Security Deposit.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars or payments made by a Foreign Subsidiary Borrower, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 1:00 p.m. (local Chicago time) or, with respect to payments covered by clause (ii), 1:00 p.m. local time in the city of the applicable Eurocurrency Payment Office on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . Any payment owing by a Borrower to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Lender shall be deemed to have been requested pursuant paid to Section 2.1 and (ii) such Lender by such Borrower upon the Administrative Agent’s receipt of such payment from such Borrower. Each Borrower authorizes the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase ▇▇▇▇▇ Fargo for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder; provided, that the Administrative Agent promptly notifies the Borrower thereof. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by a Borrower to any Issuing Bank pursuant to Article III. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest on such Advance shall be paid in the currency in which such Advance was made. All payments of the Obligations hereunder shall be made, made without setoff, deduction, or counterclaim, counterclaim in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon Immediately Available Funds not later than 1:00 P.M. (local Minneapolis time) on the date when due and shall be applied ratably by the to Agent among the Lendersat its main office in Minneapolis, Minnesota. Any payment Funds received by the Agent after such time shall be deemed to have been received on the following next Business Day. Except (i) with respect to repayments of Swingline Loans, (ii) in the case of Reimbursement Obligations for which an LC Issuer has not been fully indemnified by the Lenders, or (iii) as this Agreement otherwise specifically requires, Agent shall promptly distribute in like funds to each Lender its ratable share of each such payment of principal, interest and fees received by Agent for the account of the Lenders. Whenever any payment on the Obligations is stated to be due on a day that is not a Business Day, such payment is due on the next succeeding Business Day and any applicable interest or fee such extension of time, in the case of a payment of principal, shall continue to accrue. Solely for purposes of determining be included in the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds computation of any Collateral shall interest on such principal payment; provided that if such extension would cause payment of interest on or principal of a Eurocurrency Advance to be applied made in whole or in part against the Obligationsnext following calendar month, such payment is due on the day of receipt, subject to actual collectionimmediately preceding Business Day. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII this Agreement or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . Company and the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower Lenders hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the authorize Agent to charge the Funding Account or any other deposit account of the Borrower Company maintained with Chase U.S. Bank for each payment of principal, interest interest, Reimbursement Obligations, and fees as it becomes due. Each reference to Agent in this Section 2.23 also refers and applies equally to each LC Issuer in the case of payments Company owes to the LC Issuers under Section 2.13. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than U.S. Dollars, currency control or exchange regulations are imposed in the country that issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or Borrowers are not able to make payment to Agent for the account of the Lenders in such Original Currency, then all payments to be made by Borrowers in such currency shall instead be made when due hereunder in U.S. Dollars in an amount equal to the U.S. Dollar Amount (as of the date of repayment) of such payment due, it being the intention of Borrowers and the Lenders that Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Notwithstanding the election of the Agentforegoing, all no payments of principal, interest, reimbursement obligations in connection with Facility LCsfees or other amounts delivered to the Administrative Agent for the account of any Defaulting Lender shall be delivered by the Administrative Agent to such Defaulting Lender. Instead, feessuch payments shall, premiumsfor so long as such Defaulting Lender shall be a Defaulting Lender, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6)be held by the Administrative Agent, and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Administrative Agent is hereby authorized and directed by the Borrower Representative pursuant all parties hereto to Section 2.1 or a deemed request hold such funds in escrow and apply such funds as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Administrative Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the Agent extent such Defaulting Lender fails to charge make such Credit Extensions. Notwithstanding the Funding Account or any other deposit account foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Administrative Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Administrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.4.

Method of Payment. (a) All payments of to be made by the Obligations hereunder Borrower shall be made, without setoff, deduction, or counterclaimmade on the date when due, in immediately available funds without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s address Office for payment and in Same Day Funds not later than 1:00 p.m. on the date specified pursuant herein. The Administrative Agent will promptly distribute to Article XIII, each Appropriate Lender its Pro Rata Share (or at other applicable share as provided herein) of such payment in like funds as received by wire transfer to such ▇▇▇▇▇▇’s Lending Office; provided that the proceeds of any other Lending Installation borrowing of Revolving Loans to finance the Agent specified reimbursement of a drawn Letter of Credit as provided in writing Section 2.04(c) shall be remitted by the Administrative Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lendersapplicable Issuing Bank. Any payment All payments received by the Administrative Agent after such time 1:00 p.m. shall in each case be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining . (b) If any payment to be made by the amount of Loans available for borrowing purposesBorrower shall come due on a day other than a Business Day, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, made on the day next following Business Day, and such extension of receipttime shall be reflected in computing interest or fees, subject to actual collection. Each payment delivered as the case may be. (c) Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or any Issuing Bank, as applicable, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be delivered promptly so required to), in reliance thereon, make available a corresponding amount to such Lender or such Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or such Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or such Issuing Bank in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or such Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such ▇▇▇▇▇▇ as provided in the same type foregoing provisions of this Article II, and such funds that are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received at its address specified from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit, and to make payments pursuant to Article XIII Section 9.07 are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or at purchase its participation. (f) Nothing herein shall be deemed to obligate any Lending Installation specified Lender to obtain the funds for any Loan in any particular place or manner or to constitute a notice representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (g) Whenever any payment received by the Administrative Agent from under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. 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 manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such ▇▇▇▇▇▇’s Pro Rata Share of such of the outstanding Loans or other Obligations then owing to such Lender. (bh) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses If any Lender shall fail to make any payment required to be made by it pursuant to Section 9.62.03(e), Section 2.04(e), Section 2.06, Section 2.15 or Section 9.07, then the Administrative Agent may, in its discretion and other sums payable under the Loan Documentsnotwithstanding any contrary provision hereof, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) apply any amounts thereafter received by the Administrative Agent to make an Advance for the purpose account of paying each payment such Lender for the benefit of principalthe Administrative Agent or the Issuing Banks, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that applicable, to satisfy such Lender’s obligations to such Persons until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts charged shall constitute Loans in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advancesi) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) above, in any order as determined by the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsin its discretion.

Method of Payment. (a) All payments of the Obligations ----------------- hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII9, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local timetime at the Lending Installation) on the date when due due, and shall be applied ratably by the Administrative Agent among will promptly distribute to the Swing Line Lender, the LC Issuer and/or the Lenders. Any , as the case may be, their respective portions of each such payment received by the Administrative Agent after for the account of the Swing Line Lender, LC Issuer, or the Lenders, as the case may be; provided, however, that if on any date the Borrower shall pay less than the full amount of its Obligations owing to the Lenders on such time date, such payment shall be deemed distributed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Lenders ratably based upon the ratio that the aggregate amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections such Obligations owing to each such Lender on such date bears to the aggregate amount of items of payment and proceeds of any Collateral shall be applied in whole or in part against such Obligations owing to all the Obligations, Lenders on the day of receipt, subject to actual collectionsuch date. Each payment delivered to the Administrative Agent for the account of any Lender the Swing Line Lender, LC Issuer, or the Lenders, as the case may be, shall be delivered promptly by the Administrative Agent to such Lender Person in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII 9 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At Person. The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account respective accounts of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, Reimbursement Obligations, fees and fees other Obligations as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.4(f).

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local a) in the case of Obligations denominated in Dollars, Noon (Chicago time) and (b) in the case of Obligations denominated in Foreign Currencies, 3 p.m. local time in the Principal Financial Center of the applicable Foreign Currency, in either case on the date when due and shall (except with respect to repayments of Swingline Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time All payments hereunder of (a) principal or interest in respect of any Loan shall be deemed to have been received on made in the following Business Day currency in which such Loan is denominated, (b) reimbursement obligations and any applicable interest or fee shall continue to accrue. Solely for purposes fees in respect of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral Facility LCs shall be applied made in whole the currency in which the Facility LC is denominated and (c) any other amount due hereunder or under another Credit Document shall be made in part against the Obligations, on the day of receipt, subject to actual collectionDollars. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase JPMCB for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.20.6.

Method of Payment. (a) Each Loan shall be repaid, and each payment of interest thereon shall be paid, in the currency in which such Loan was made. All payments of the Obligations hereunder obligations under this Agreement and the other Credit Documents shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s its address specified pursuant to Article XIIISection 9.1, or at any other Lending Installation of the Agent address specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local timeCentral Time) on the date when due and shall (except as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionBanks. Each payment delivered to the Agent for the account of any Lender Bank shall be delivered promptly by the Agent to such Lender Bank in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by Section 9.1. The Agent is hereby authorized to charge the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance U.S. Bank for the purpose of paying each payment of principal, interest interest, and fees as it becomes due hereunder or any other amount due hereunder. (b) The Agent shall remit to each Bank its Pro-Rata Share of all payments of principal and interest under the Loan Documents and agrees Loans received by the Agent on the Business Day the Agent receives such payments; provided, however, that all if any such amounts charged payment is received by the Agent after 2:00 p.m., Central Time, on such Business Day, then the Agent shall constitute Loans (including Nonendeavor to remit to each Bank its Pro-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all Rata Share of such Advances payment on such Business Day but shall be deemed under no duty to have been requested pursuant do so. If the Agent fails to Section 2.1 and remit any such payment received after 2:00 p.m., Central Time, on any Business Day, the Agent shall remit to each Bank its Pro-Rata Share of such payment on the next following Business Day. (iic) All payments from the Agent to charge a Bank, and all payments from a Bank to the Funding Account Agent, in each case contemplated by this Agreement, shall be made by electronic funds transfer or by such other means and pursuant to such instructions as the Agent and such Bank may agree from time to time, any such agreement to be confirmed in writing at the request of the Agent or such Bank. (d) If the due date of any payment under this Agreement, the Notes or any other deposit account of the Borrower maintained with Chase other Credit Documents would otherwise fall on a day which is not a Business Day such payment date shall (unless otherwise expressly provided herein) be extended to the immediately succeeding Business Day and interest shall be payable for each payment any principal so extended for the period of principalsuch extension unless such succeeding Business Day falls in a new calendar month, in which case such interest and fees as it becomes due hereunder or any other amount due under principal shall be payable on the Loan Documentsimmediately preceding Business Day.

Method of Payment. (aA) All payments of the Obligations principal, interest, and fees hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIIIXI, or at any other Lending Installation of the Agent address specified in writing by the Agent to the Borrower RepresentativeBorrower, or via wire transfer pursuant to wire transfer instructions provided by Agent from time to time, by 12:00 noon (local timeEastern Standard Time) on the date when due and shall due. Agent will promptly thereafter cause like funds to be applied ratably distributed (i) if such payment by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied Borrower is in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments respect of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for commitment fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit Obligation then payable hereunder and under the Notes to more than one Lender, to such Lender for its account of the Borrower maintained ratably in accordance with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent amounts of such respective Obligations then payable to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for its account, in each case to be applied in accordance with the terms of this Agreement; provided, however that the Administration Fee due to Agent (pursuant to Section 2.13 hereof) for the month immediately preceding such date will be netted out of such amounts and be maintained in or remitted to the Agent's Account by and for the benefit of the Agent. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.3 from and after the effective date of such Assignment and Acceptance, the Agent to charge shall make all payments hereunder and under the Funding Account or any other deposit account 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) Unless the Agent shall have received notice from the Borrower maintained prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may (but shall not be obligated to), 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 the Borrower shall not have so made such payment in full to the Agent, each such Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with Chase interest thereon, for each payment of principalday from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, interest and fees as it becomes due hereunder or any other amount due under at the Loan DocumentsApplicable LIBOR Rate.

Method of Payment. (ai) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to ABR Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase JPMorgan for each payment of principal, interest and fees as it becomes due hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.19.6. (ii) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations. For purposes of this Section 2.13(ii), the commencement of the third stage of European Economic and Monetary Union shall not constitute the imposition of currency control or exchange regulations. (iii) If any other amount due under Advance is capable of being made in either the Loan DocumentsEuro or in a National Currency Unit, such Advance shall be made in the Euro.

Method of Payment. (a) Each Loan shall be repaid, and each payment of interest thereon shall be paid, in the currency in which such Loan was made. All payments of the Obligations hereunder under this Agreement and the other Loan Documents shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Agent’s its address specified pursuant to Article XIIISection 10.1, or at any other Lending Installation of the Agent address specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local Minneapolis, Minnesota time) on the date when due and shall (except (i) with respect to repayments of Swingline Loans, (ii) in the case of L/C Disbursements for which the Issuing Banks have not been fully indemnified by the Revolving Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by Section 10.1. The Administrative Agent is hereby authorized to charge the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance U.S. Bank for the purpose of paying each payment of principal, interest interest, L/C Disbursements and fees as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Administrative Agent in this Section 2.12(a) shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the Issuing Banks, in the case of payments required to be made by the Borrower to the Issuing Banks pursuant to Section 2.1 and 2.20(f). (iib) The Borrower shall pay to the Administrative Agent to charge for the Funding Account or any other deposit account of each Revolving Lender the then unpaid principal amount of each Revolving Loan, together with all accrued and unpaid interest thereon, on the Facility Termination Date. The Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentshereby unconditionally promises to pay such amounts when due.

Method of Payment. Except as otherwise specified herein, all payments by the Borrower of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency, Swingline Loans and Letters of Credit denominated in Foreign Currency, in the applicable Foreign Currency in which such Revolving Loans, Swingline Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency, reimbursements by the Borrower may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder hereunder, other than payments of principal of and interest on any Swingline Loan and any fee, commission or other amounts payable in respect of any such Swingline Loan, shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local Pacific time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time of any Issuing Lender’s fees or L/C Participants’ commissions shall be deemed to have been received on made in like manner, but for the following Business Day and any applicable interest account of such Issuing Lender or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesL/C Participants, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against as the Obligations, on the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such Lender’s address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all . All payments of principalprincipal of and interest on any Swingline Loan and any fee, interestcommission or other amounts payable in respect of any such Swingline Loan shall be made without setoff, reimbursement obligations deduction, or counterclaim, in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses immediately available funds to the applicable Swingline Lender at such Swingline Lender’s address specified pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following Article 13 or at any Lending Installation specified in a request notice received by the Borrower Representative pursuant from such Swingline Lender not later than the Applicable Time on the date that is at least two Business Days prior to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted the date when due. Each Swingline Lender shall promptly notify the Administrative Agent of receipt of any payments from the Funding Account or any other deposit account Borrower in respect of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local Central time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any Each payment received delivered to the Agent for the account of any Lender shall (except in the case of Reimbursement Obligations for which an LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. . If the Agent receives, for the account of a Lender, a payment from the Borrower and fails to remit such payment to such Lender on the Business Day such payment is received (bif received by 2:00 p.m. ( Central time) At by the election Agent) or on the next Business Day (if received after 2:00 p.m. (Central time) by the Agent), the Agent shall pay to such Lender interest on such payment at a rate per annum equal to the Federal Funds Effective Rate for each of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement first three days for fees which such payment is so delayed and expenses pursuant thereafter at the rate applicable to Section 9.6), and other sums payable under the Loan Documents, may be paid from relevant Loan. The Agent is hereby authorized to charge the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase Bank for each payment of principal, interest interest, Reimbursement Obligations and fees that the Borrower is obligated to pay as it such payment becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAgent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by the Borrower to the LC Issuers pursuant to Section 2.19.7.

Method of Payment. (a) All payments On each Payment Date the Borrower shall make each payment hereunder and under the other Relevant Documents to the extent of the Obligations hereunder shall be madeAvailable Collections therefor, without setoff, deduction, irrespective of any right of counterclaim or counterclaimset-off, in immediately available funds U.S. dollars to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Facility Agent for the account of any Lender shall the Holders of each ACS Group Loan, by credit to the Loans Account in same day funds. The Facility Agent will promptly thereafter cause like funds to be delivered promptly distributed (i) if such payment by the Agent Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Relevant Documents to more than one such Holder, to such Lender Holders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Holders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one such Holder, to such Holder for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Intercreditor Agreement and the other Related Documents. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the same type of funds that the Agent received at its address specified Register pursuant to Article XIII or at any Lending Installation specified Section 8.1 of the Credit Agreement, from and after the effective date of such Assignment and Assumption, the Facility Agent shall make all payments hereunder and under the other Relevant Documents in a notice received by respect of the Agent from interest assigned thereby to the assignee thereunder, and the parties to such LenderAssignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) At Each Holder of a Class E Security shall present such Class E Security to the election Administrative Agent for presentation no less than five (5) Business Days prior to each Payment Date. Upon such presentment such Holder shall designate to the Administrative Agent an account at a financial institution in New York, New York as to where payment in respect of such Class E Security shall be made. (c) All computations of interest based on the Eurodollar Rate and of fees shall be made by the Facility Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (d) All computations of interest based on the Base Rate and of fees shall be made by the Facility Agent on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day). Each determination by the Facility Agent of an interest rate or fee hereunder and under clause (c) above shall be conclusive and binding for all purposes, absent manifest error. (e) Whenever any payment hereunder or under the other Related Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Loans bearing interest at the Eurodollar Rate to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Facility Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Holder hereunder that the Borrower will not make such payment in full, the Facility Agent may assume that the Borrower has made such payment in full to the Facility Agent on such date and the Facility Agent may, in reliance upon such assumption, cause to be distributed to each such Holder on such due date an amount equal to the amount then due to such Holder. If and to the extent the Borrower shall not have so made such payment in full to the Facility Agent, each such Holder shall repay to the Facility Agent forthwith on demand such amount distributed to such Holder together with interest thereon, for each day from the date such amount is distributed to such Holder until the date such Holder repays such amount to the Facility Agent, at the greater of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees Federal Funds Rate and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request rate determined by the Borrower Representative pursuant Facility Agent in accordance with banking industry practices on interbank compensation. (g) If the Facility Agent receives funds for application to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account ACS Group Loans of the Borrower maintained with and the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder Guarantor under or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account in respect of the Borrower maintained Related Documents under circumstances for which the Related Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Facility Agent may, but shall not be obligated to, elect to distribute such funds to each of the Holders in accordance with Chase such Holder’s pro rata share of the sum of the aggregate principal amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Holder for each payment of principalapplication to such principal repayment installments thereof, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsFacility Agent shall direct.

Method of Payment. (a. i) All payments On each Payment Date the Borrower shall make each payment hereunder and under the other Relevant Documents to the extent of the Obligations hereunder shall be madeAvailable Collections therefor, without setoff, deduction, irrespective of any right of counterclaim or counterclaimset-off, in immediately available funds U.S. dollars to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Facility Agent for the account of any Lender shall the Holders of each ACS Group Loan, by credit to the Loans Account in same day funds. The Facility Agent will promptly thereafter cause like funds to be delivered promptly distributed (i) if such payment by the Agent to such Lender Borrower is in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments respect of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for commitment fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit Obligation then payable hereunder and under the other Relevant Documents to more than one such Holder, to such Holders for the account of the Borrower maintained their respective Applicable Lending Offices ratably in accordance with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent amounts of such respective Obligations then payable to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 Holders and (ii) if such payment by the Agent Borrower is in respect of any Obligation then payable hereunder to charge one such Holder, to such Holder for the Funding Account or any other deposit account of its Applicable Lending Office, in each case to be applied in accordance with the Borrower maintained with Chase for each payment terms of principalthis Intercreditor Agreement and the other Related Documents. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.1 of the Credit Agreement, interest from and fees as it becomes due after the effective date of such Assignment and Assumption, the Facility Agent shall make all payments hereunder or any other amount due and under the Loan Documentsother Relevant Documents in respect of the interest assigned thereby to the assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Method of Payment. (a) All Except as otherwise expressly provided ----------------- herein, all payments of principal, interest, and other amounts to be made by the Obligations hereunder Borrower or any other Loan Party under the Loan Documents shall be mademade to the Administrative Agent at the Principal Office for the account of each Lender's Applicable Lending Office in Dollars and in immediately available funds, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) not later than 1:00 p.m. on the date when on which such payment shall become due and shall be applied ratably by the Agent among the Lenders. Any (each such payment received by the Agent made after such time shall on such due date to be deemed to have been received made on the following next succeeding Business Day and any applicable interest or fee shall continue to accrueDay). Solely for purposes The Borrower shall, at the time of determining the amount of Loans available for borrowing purposesmaking each such payment, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered specify to the Administrative Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that the Borrower fails to so specify, or if an Event of Default has occurred and is continuing, the Administrative Agent may apply such payment to the Obligations in such order and manner as it may elect in its sole discretion, subject to Section 5.6 hereof and ----------- provided that when applying any such amounts to any Loans, Loans subject to Base Rate Accounts shall be prepaid in full prior to any application to Loans subject to Libor Accounts) provided however, that, unless NationsBank expressly agrees -------- ------- to the contrary, such payment shall be applied first to any outstanding Swingline Advances until such advances are paid in full. Upon the occurrence and during the continuation of an Event of Default, all proceeds of any Collateral, all funds from time to time on deposit in any Concentration Account or any collection account referred to in Section 10.3 and all other funds of the ------------ Borrower or any Guarantor in the possession of the Administrative Agent or any Lender (subject to Section 5.7), may be paid from the proceeds of Advances made hereunder whether made following a request applied by the Borrower Representative pursuant Administrative Agent to ----------- the Obligations in such order and manner as the Administrative Agent may elect, subject to Section 2.1 or 5.4 provided however, that, unless NationsBank expressly ----------- -------- ------- agrees to the contrary, such proceeds and funds shall be applied first to any outstanding Swingline Advances until such advances are paid in full. Each payment received by the Administrative Agent under any Loan Document for the account of a Lender shall be paid to such Lender by 3:00 p.m. on the date the payment is deemed request as provided made to the Administrative Agent in this Section 2.17 or immediately available funds, for the account of such Lender's Applicable Lending Office. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be deducted from made on the Funding Account or any other deposit account next succeeding Business Day, and such extension of time shall in such case be included in the computation of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentscase may be.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII13, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, shall be initiated by 12:00 noon (local time) on the date when due and shall (except (i) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (ii) with respect to repayments of Swing Line Loans, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (x) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (by) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance Bank One or any of its Affiliates for the purpose of paying each payment of principal, interest interest, Reimbursement Obligations and fees as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Agent in this Section 2.14 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.1 and 2.22(f). (iib) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent to charge for the Funding Account or any other deposit account of the Lenders in such Original Currency, then all payments to be made by the Borrower maintained with Chase for each hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of principal, interest and fees as it becomes due hereunder the parties hereto that the Borrower take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All Except as otherwise specifically provided in this Agreement, all payments of the Obligations principal, interest and fees hereunder shall be made, made without setoff, deduction, deduction or counterclaim, counterclaim in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, XIII or at any other Lending Installation of the Administrative Agent within the United States specified in writing by the Administrative Agent to the Borrower Representative, Company (at least one Business Day prior to the applicable due date). All such payments shall be made by noon (local time) on the date when due and shall be applied (i) first, to any unpaid Reimbursement Obligations and interest thereon, ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining holders thereof in accordance with the amount of Loans available for borrowing purposesthereof held by each such holder, checks (ii) second, to any principal and cash or interest due in connection with Advances, ratably among the Banks in accordance with their respective Pro Rata Shares, and (iii) third, to any other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied Obligations that are then due, ratably among the Banks in whole or in part against the Obligations, on the day of receipt, subject to actual collectionaccordance with their respective Pro Rata Shares. Each payment delivered to the Administrative Agent for the account of any Lender Bank or the LC Issuer shall be delivered promptly by the Administrative Agent to such Lender Bank or the LC Issuer in the same type of funds that which the Administrative Agent received at its such Bank’s or the LC Issuer’s address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Bank. Any payment to be delivered by the Administrative Agent pursuant to the foregoing sentence shall be delivered (a) if the corresponding payment was received by the Administrative Agent by noon on a Business Day, on such Business Day, and (b) At otherwise, on the election Business Day immediately following the Administrative Agent’s receipt of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agentcorresponding payment. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Company for each payment of principal, Reimbursement Obligations and interest and fees as it becomes due hereunder or hereunder. Any payment made by the Company prior to a date when due shall be applied as the Company may determine; provided that, except as otherwise provided herein, any other amount due under such payment shall be applied ratably among the Loan DocumentsBanks in accordance with their respective Pro Rata Shares. Each reference to the Administrative Agent in this Section 2.4 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Company to the LC Issuer pursuant to Section 2.7.6.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at Singapore Correspondent Lender or Netherlands Correspondent Lender, as the Agentcase may be, to such Lender’s address specified pursuant to Article XIII, or at any other Lending Installation of the Applicable Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative Company pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower Borrowers hereby irrevocably authorizes authorize (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the Borrower Borrowers maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Singapore Correspondent Lender or the Netherlands Correspondent Lender, (ii) a Singapore Loan Party shall be made to the Singapore Correspondent Lender and (iii) the Netherlands Borrower shall be made to the Netherlands Correspondent Lender.

Method of Payment. (a) All payments of the Obligations hereunder ----------------- shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s 's address specified pursuant to Article XIIIXIII in immediately ------------ available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the following next Business Day and any applicable interest Day. Each Advance shall be repaid or fee shall continue to accrue. Solely for purposes of determining prepaid in the Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any ------------ Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the applicable Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of the Non-U.S. Subsidiary Borrower for any payment of principal or interest on Loans made to the Borrower, or for fees incurred by the Borrower). Any payment by either Borrower to the Agent for the account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge such Borrower's obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall ------------ apply equally, to the LC Issuer, in the case of payments required to be made by either Borrower to the LC Issuer pursuant to Section 2.23. ------------ Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or the applicable Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, either Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (aA) All payments of the Obligations principal, interest, and fees hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIIIXI, or at any other Lending Installation of the Agent address specified in writing by the Agent to the Borrower RepresentativeBorrower, or via wire transfer pursuant to wire transfer instructions provided by the Agent from time to time, by 12:00 noon (local timeEastern Standard Time) on the date when due and shall due. The Agent will promptly thereafter cause like funds to be applied ratably distributed on the Payment Reconciliation Date (1) if such payment by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied Borrower is in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments respect of principal, interest, reimbursement obligations commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lender for its account ratably in connection accordance with Facility LCsits share of the amounts of such respective Obligations then payable to such Lenders (with respect to each Lender, feessuch Lender's share of the amount payable hereunder and under the Notes is referred to herein as the "Payment Due Lenders") and (2) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, premiumsto such Lender for its account, reimbursable expenses in each case to be applied in accordance with the terms of this Agreement; provided, however that the Administration Fee due to the Agent (pursuant to Section 2.11 hereof) for the month immediately preceding such date will be netted out of such amounts and be maintained in or remitted to the Agent's Account by and for the benefit of the Agent. For purposes of this Section 2.5, as between the Lenders, the Payments Due Lenders owing to each Lender shall be determined based upon funds advanced by such Lender to Agent from time to time and such Payment Due Lenders shall not be increased or decreased based upon either Cash Management Advances or Cash Management Payments by Borrower unless and until such Cash Management Advances and Cash Management Payments have been reconciled between the Lenders and Agent. Notwithstanding the foregoing, if Borrower makes a prepayment which would cause the amount of outstanding Obligations due to Agent, in its capacity as Lender, to be less than zero, Agent shall, as soon as practicable after receipt of such prepayment, allocate the amount of such prepayment to Lenders in accordance with each Lender's Ratable Share. (B) No later than 1:00 p.m. (Eastern Standard Time) on the Payment Reconciliation Date, each Lender will purchase or sell, as the case may be to the extent necessary to maintain its Ratable Share, and Agent shall purchase or sell and assign to each Lender (including, without limitation, Ford Credit as a Lender) its Ratable Share of the Balance Due not theretofore sold by Agent to, or otherwise held by such Lender, by making available to Agent, in same day funds, an amount equal to the portion of the Balance Due to be purchased by such Lender, provided, however, that the aggregate principal amount of all reimbursement for fees and expenses Advances purchased by any Lender may not at any time exceed the amount of such Lender's Commitment. Upon any such assignment by Agent to any other Lender of a portion of an Advance pursuant to this Section 9.6)2.5, Agent represents and warrants to such other sums payable under Lender that Agent is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Advance, the Loan Documents, may be the Borrower or its Subsidiaries. If and to the extent that any Lender shall not have so made the amount of such Advance available, such Lender shall become a Defaulting Lender. If such Lender shall have made such amount available to Agent, such amount so paid from in respect of principal shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the proceeds aggregate outstanding principal amount of the Advances made hereunder whether made by Agent shall be reduced by such amount on such Business Day. Agent will provide notice to each Lender on or before 1 p.m. (Eastern Standard Time) on the date that is two Business Days prior to any Payment Reconciliation Date specifying the amounts due to Agent hereunder. (C) If Agent fails to remit to any Lender its portion of the Payment Due Lenders or any amount of principal, commitment fees or any other Obligation as required under Section 2.5, the Agent agrees to pay to each such Lender interest on such Lender's portion of all such amounts (x) for the first three days after the first Business Day following a request by the Borrower Representative Agent's failure to remit, at the Federal Funds Rate from time to time in effect, and (y) thereafter at the Applicable LIBOR Rate. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 2.1 or a deemed request as provided 9.3, from and after the effective date of such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in this Section 2.17 or may be deducted 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. (D) Unless the Agent shall have received notice from the Funding Account or Borrower prior to the date on which any other deposit account of payment is due to any Lender hereunder that the Borrower maintained with will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may (but shall not be obligated to), 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 the Borrower shall not have so made such payment in full to the Agent. The Borrower hereby irrevocably authorizes (i) , each such Lender shall repay to the Agent forthwith on demand such amount distributed to make an Advance such Lender together with interest thereon, (x) for the purpose of paying each payment of principalfirst three days after such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, interest and fees as it becomes due hereunder or any other amount due under at the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable LoansFederal Funds Rate from time to time in effect, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (iiy) thereafter until the Agent date such Lender repays such amount to charge the Funding Account or any other deposit account of Agent, at the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsApplicable LIBOR Rate.

Method of Payment. eircom Funding shall pay interest on the Notes (aexcept defaulted interest) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent Persons who are the registered Holders at the Agent’s address specified pursuant close of business on the Record Date immediately preceding the interest payment date for such interest. Holders must surrender Notes to Article XIII, or at any other Lending Installation of the Agent specified in writing by the a Paying Agent to the Borrower Representative, by noon (local time) on the date when due and collect principal payments. eircom Funding shall be applied ratably by the Agent among the Lenderspay all amounts owing hereunder in [euro][US Dollars]. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes If (i) a Holder of at least [€][$]10.0 million in aggregate principal amount of Notes has given wire transfer instructions to the Company or eircom Funding and the Paying Agent to make an Advance for the purpose of paying each payment of principalin writing, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Paying Agent has received such written wire transfer instruction at least 15 days prior to the date of the relevant payment and (iii) for so long as the Notes are listed on the Luxembourg Stock Exchange, such holder has also provided such notice to the paying agent in Luxembourg, then eircom Funding will pay all interest, premium, and Additional Amounts, if any, on that Holder’s Notes in accordance with those instructions by wire transfer of same day funds to the Paying Agent who in turn will wire such funds to the Holder hereof or to such other Person as the Holder hereof may in writing to the Paying Agent direct. In all other cases, eircom Funding may elect to make payments of interest, premium, and Additional Amounts, if any, on a Holder’s Notes by check mailed to the Holders at their addresses set forth in the register of Holders. Payments on Notes will be made through the office or agency of the Paying Agent and Registrar for the Notes unless eircom Funding elects to make interest payments by check as previously described. If payments are made through the Paying Agent, immediately available funds for the payment of the principal of (and premium, if any), interest, and Additional Amounts, if any, on this Note due on any interest payment date, Maturity Date, Redemption Date or other repurchase date will be made available to the Paying Agent to charge permit the Funding Account or any other deposit account of Paying Agent to pay such funds to the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsHolders on such respective dates.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation Office of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCo-Borrowers, by noon 2:00 p.m. (local Eastern time) on the date when due and shall be applied ratably by as follows: (a) Subject to the Agent among the Lenders. Any payment provisions of Section 2.12(b) below, all payments of principal and interest in respect of outstanding Loans, all payments of fees and all other payments in respect of any other Obligations, and any other amounts received by the Administrative Agent after such time shall be deemed to have been received on from or for the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes benefit of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral Co-Borrowers shall be applied in whole the following order: (i) to pay principal of and interest on any portion of the Loans which the Administrative Agent may (at its sole option, and without any obligation to do so) have advanced on behalf of any Lender (other than itself in its capacity as a Lender) for which the Administrative Agent has not then been reimbursed by such Lender or Co-Borrowers; (ii) to pay principal of and interest on any Protective Advance made by the Administrative Agent (at its sole option, and without any obligation to do so) for which the Administrative Agent has not then been paid by Co-Borrowers or reimbursed by the Lenders; and (iii) to pay all other Obligations then due and payable in part against the Obligationsorder described in Section 2.2(a), on in the day case of receiptany repayments required thereby, subject and otherwise in the order designated by Co-Borrowers and, in each case, unless otherwise designated by Co-Borrowers, all principal payments in respect of Loans shall be applied first, to actual collectionrepay outstanding Floating Rate Loans, and then to repay outstanding LIBO Rate Loans with those LIBO Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (b) After the occurrence and during the continuance of a Default, the Administrative Agent and the Lenders may apply all payments in respect of any Obligations and all proceeds of Collateral to the Secured Obligations in such order and manner as the Administrative Agent and Lenders may elect in their sole and absolute discretion, subject, as among themselves, to Section 10.21 hereof and any intercreditor or similar agreement from time to time entered into among the Administrative Agent and the Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation Office specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the any Borrower maintained with the Agent. The Each Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of A&R CREDIT AGREEMENT principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the any Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars or payments made by a Foreign Subsidiary Borrower, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 1:00 p.m. (local Chicago time) or, with respect to payments covered by clause (ii), 1:00 p.m. local time in the city of the applicable Eurocurrency Payment Office on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . Any payment owing by a Borrower to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Lender shall be deemed to have been requested pursuant paid to Section 2.1 and (ii) such Lender by such Borrower upon the Administrative Agent’s receipt of such payment from such Borrower. Each Borrower authorizes the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase ▇▇▇▇▇ Fargo for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder; provided, that the Administrative Agent promptly notifies the Borrower thereof. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by a Borrower to any Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder ----------------- shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s 's address specified pursuant to Article XIIIXIII in immediately ------------ available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the following next Business Day and any applicable interest Day. Each Advance shall be repaid or fee shall continue to accrue. Solely for purposes of determining prepaid in the Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII ------------ or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the applicable Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of the Non-U.S. Subsidiary Borrower for any payment of principal or interest on Loans made to the Borrower, or for fees incurred by the Borrower). Any payment by either Borrower to the Agent for the account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge such Borrower's obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall ------------ apply equally, to the LC Issuer, in the case of payments required to be made by either Borrower to the LC Issuer pursuant to Section 2.23. ------------ Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or the applicable Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, either Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent'’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Notwithstanding the election of the Agentforegoing, all no payments of principal, interest, reimbursement obligations in connection with Facility LCsfees or other amounts delivered to the Administrative Agent for the account of any Defaulting Lender shall be delivered by the Administrative Agent to such Defaulting Lender. Instead, feessuch payments shall, premiumsfor so long as such Defaulting Lender shall be a Defaulting Lender, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6)be held by the Administrative Agent, and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Administrative Agent is hereby authorized and directed by the Borrower Representative pursuant all parties hereto to Section 2.1 or a deemed request hold such funds in escrow and apply such funds as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Administrative Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the Agent extent such Defaulting Lender fails to charge make such Credit Extensions. Notwithstanding the Funding Account or any other deposit account foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Administrative Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Administrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local Chicago time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIIIXIV, or at any other Lending Installation of the Administrative Agent specified in writing prior to the date of such payment by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees (but, absent the existence of a Default, no other amount due hereunder) as it becomes due hereunder or hereunder; provided that so long as no Default has occurred and is continuing, the Borrower may revoke such authorization by delivering written notice in accordance with Section 14.1 hereof to the Administrative Agent at least one (1) Business Day prior to the intended date of revocation and such authorization shall be automatically reinstated while any other amount due under Default is continuing. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.20.6.

Method of Payment. The termination payments shall be paid in one of the following manners elected by the Executive: (1) within thirty (30) days of the Date of Termination, (2) within ten (10) business days of January 1 of the year following the Date of Termination, (3) as salary continuation with equal weekly payments during the termination payment period as set forth in subsection (a) All payments above, or (4) through the purchase of an annuity that has a value equal to the total termination payments. The Executive shall make this payment election within twenty-one (21) days of the Obligations hereunder Date of Termination. If the Executive fails to make an election, payments will be made as outlined in option (1), within thirty (30) days of the Date of Termination. Payments made under this subsection (c) shall not be taken into account under any retirement plan of the Company. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be madepaid to the Executive's surviving spouse, without setoffor, deductionif she is not then living, to the Executive's estate." 7. Subsections (g) and (h) of Section 9 are renumbered (i) and (j), respectively. 8. There is added to Section 9 subsection "(g)" as follows: "With respect to the Executive's continued coverage under the Company's health insurance plan, or counterclaimsuccessor plan, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely Executive's `qualifying event' for purposes of determining the amount Consolidated Omnibus Budget Reconciliation Act of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral 1985 ("COBRA") shall be applied in whole or in part against his Date of Termination from the ObligationsCompany. If the Executive elects to continue health plan coverage pursuant to COBRA, the Company shall pay the Executive's COBRA premiums for a period terminating on the day earlier of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for end of the purpose of paying each termination payment of principal, interest and fees period (as it becomes due hereunder set forth in subsection (a) above) or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent cessation of COBRA eligibility and coverage for the Executive (without regard to charge the Funding Account or any other deposit account COBRA qualified beneficiary). The Company's obligation with respect to this subsection (g) shall continue only if the Executive satisfies on a timely basis all of his obligations under COBRA. As applicable, continued coverage under this subsection (g) shall be coordinated with corresponding benefits that the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due Executive may be eligible to receive under the Loan DocumentsOfficer Retiree Medical Plan."

Method of Payment. Except as otherwise specified herein, all payments by the Borrower of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Alternative Currency and Letters of Credit denominated in Alternative Currency or Additional L/C Currency, in the applicable Alternative Currency or Additional L/C Currency in which such Revolving Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in an Alternative Currency or Additional L/C Currency, reimbursements by the Borrower may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII‎Article 13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local New York time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in an Alternative Currency or Additional L/C Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time of any Issuing Lender’s fees or L/C Participants’ commissions shall be deemed to have been received on made in like manner, but for the following Business Day and any applicable interest account of such Issuing Lender or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesL/C Participants, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against as the Obligations, on the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such L▇▇▇▇▇’s address specified pursuant to Article XIII ‎Article 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of principal, interest, ----------------- and other amounts to be made by the Obligations hereunder Borrower under this Agreement and the other Loan Documents (other than payments of principal and interest with respect to Alternate Currency Advances) shall be mademade to the Administrative Agent at its Principal Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, not later than 11:00 A.M., Dallas, Texas time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). All payments of principal and interest to be made by the Borrower under this Agreement and the other Loan Documents with respect to Alternate Currency Advances shall be made to the Alternate Currency Agent, in such Alternate Currency and immediately available funds funds, without setoff, deduction, or counterclaim, to such account at such bank, in the country where such Alternate Currency is legal tender, as the Alternate Currency Agent may designate to the Borrower, or as otherwise provided in Section 4.9. Such ----------- payments of principal and interest with respect to Alternate Currency Advances shall be made no later than 11:00 A.M. local time in the place where such bank is located on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). The Borrower shall, at the time of making each payment under this Agreement and the other Loan Documents, specify to the Agent at the Agent’s address specified pursuant sums payable by the Borrower under this Agreement and the other Loan Documents to Article XIIIwhich such payment is to be applied (and in the event the Borrower fails to so specify, or at any other Lending Installation if an Event of Default has occurred and is continuing, the Agent specified in writing by the Agent may apply such payment to the Borrower RepresentativeObligations in such order and manner as it may elect in its sole discretion, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenderssubject to Section 4.4 hereof). Any Each ----------- payment received by the Agent after such time shall be deemed to have been received on the following Business Day and under this Agreement or any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent Loan Document for the account of any Lender a Bank shall be delivered paid promptly by the Agent to such Lender Bank, in immediately available funds, for the same type account of funds that the Agent received at its address specified pursuant to Article XIII or at such Bank's Applicable Lending Office. Whenever any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable payment under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account Agreement or any other deposit Loan Document shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest and commitment fee, as the case may be. Each payment received by Agent hereunder or under any Revolving Credit Note shall be paid promptly to the Banks in accordance with Section 4.4, in immediately available funds, for the account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance each Bank's ----------- Applicable Lending Office for the purpose Advance in respect of paying each which such payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsis made.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaim, in Dollars in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIIISchedule 2.10 in respect of Advances in Dollars (or, or in the case of payments of principal of and interest on Advances denominated in Alternative Currencies, in the Alternative Currency borrowed, at the Agent's address for Advances of Alternative Currencies, as specified in Schedule 2.10), or, subject to Section 3.6, at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, Group by noon (local Chicago time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received received, at its address for Dollar Advances or for Alternative Currency Advances as specified pursuant to Article XIII in Schedule 2.10 or at any other Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election account of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account Group or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase First Chicago for each payment of principal, interest and fees as it becomes due hereunder hereunder. (b) All payments of principal of and interest on any Advance or of Facility Letter of Credit Reimbursement Obligations or any other Obligations hereunder shall be made by the Borrower responsible therefor in the currency borrowed (the "Specified Currency") in the manner and at the address (the "Specified Place") specified in Section 2.14(a). Payment of the Obligations shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transferred to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due under hereunder. If, for the Loan Documents.purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the "Judgment Currency"), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures the Agent could purchase the Judgment Currency with that amount of the Specified Currency on the Business Day

Method of Payment. Except as otherwise specified herein, all payments by the Borrower of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency and Letters of Credit denominated in Foreign Currency or Additional L/C Currency, in the applicable Foreign Currency or Additional L/C Currency in which such Revolving Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, reimbursements by the Borrower may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local New York time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency or Additional L/C Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time of any Issuing Lender’s fees or L/C Participants’ commissions shall be deemed to have been received on made in like manner, but for the following Business Day and any applicable interest account of such Issuing Lender or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesL/C Participants, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against as the Obligations, on the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such Lender’s address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. Upon the occurrence of a Tax Loss that results in the Facility Lessee having a tax indemnity payment obligation to the Owner Participant, the Facility Lessee, at its election, will have the option to: (a) All payments of pay, as Supplemental Lease Rent, during the Obligations hereunder shall be maderemaining Basic Lease Term, without setoff, deduction, or counterclaim, in immediately available funds such amounts as are necessary to preserve the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender.Owner Participant's Expected Return; Conemaugh Tax Indemnity Agreement (b) At pay the election Owner Participant the indemnity amount determined under the Lump Sum Method on an After-Tax Basis necessary to preserve the Owner Participant's Expected Return; or (c) reimburse the Owner Participant, on an After-Tax Basis, from time to time for such federal, state and local taxes that it is required to pay as a result of the AgentTax Loss, all payments in which case, provided no Significant Lease Default or Lease Event of principalDefault is continuing, interestthe Owner Participant shall, reimbursement obligations on a grossed-up basis, pay the Facility Lessee a reverse indemnity as tax benefits attributable to the circumstances relating to the Indemnified Tax Loss are realized (but not in connection with excess of the indemnity previously paid by the Facility LCsLessee). Any subsequent loss of any tax benefit taken into account in computing the Facility Lessee's indemnity, feesor paid to the Facility Lessee, premiums, reimbursable expenses (including, shall be indemnifiable as a Tax Loss without limitation, all reimbursement for fees and expenses regard to the exclusions set forth in Section 6. The Facility Lessee's ability to pay an indemnity pursuant to Section 9.6)(a) and (c) above shall be conditioned, however, on there being no Lease Event of Default nor Significant Lease Default that has occurred and which is continuing, and other sums on the senior unsecured obligations of the Facility Lessee being rated (x) investment grade by at least two (2) nationally recognized rating agencies at the times the indemnity is otherwise payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 Facility Lessee if then rated by such agencies, or a deemed request as provided in this Section 2.17 or may be deducted from (y) if rated by only one (1) such rating agency, investment grade by the Funding Account or any other deposit account agency which is then rating the senior unsecured obligations of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsFacility Lessee.

Method of Payment. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any fees (except as set forth in any agreement governing the payment thereof) and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Pro Rata Shares, as the case may be, of the relevant Lenders. (b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. (c) The amount of each principal prepayment of the Term Loans shall be applied to reduce then remaining installments of the Term Loans and Incremental Term Loans, as the case may be, pro rata based upon the respective then remaining principal amounts thereof. (d) All payments of the Secured Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local New York City time) on the date when due and and, shall (except with respect to repayment of the Swing Line Loan) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII the Funding Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and bank fees as it becomes they become due hereunder; all other fees due hereunder or any other amount due under shall be paid by Borrower upon the Loan Documentsreceipt of an invoice at Borrower’s address.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative Company pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower any Company maintained with the Agent. The Borrower Borrowers hereby irrevocably authorizes authorize (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount all amounts from time to time due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Overadvances, Protective Advances and Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower Company maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or hereunder. The Agent agrees to give notice to the Company reasonably promptly after the making of any other amount due under Advance described in the Loan Documentsforegoing sentence.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.15(E)), in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local timeLocal Time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that which the Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the . Each Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase JPMorgan for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to Article III. All payments to be made by the applicable Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.21 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (Local Time) on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Alternate Currency Loans the Alternate Currency Bank shall give written notice to the Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any applicable Borrower is not able to make payment to the Agent for the account of the Lenders or the Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentExcept as otherwise expressly provided herein, all payments of principal, interest, reimbursement obligations and other amounts to be made by the Borrower under the Loan Documents shall be made to the Agent at the Principal Office for the account of each Lender's Applicable Lending Office in connection with Facility LCs, fees, premiums, reimbursable expenses (includingDollars and in immediately available funds, without limitationcondition or deduction for any counterclaim, defense, recoupment, or set-off, not later than 12:00 noon on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Unless Bank of America expressly agrees otherwise and subject to Section 4.4(a)(iv), all reimbursement for fees and expenses pursuant payments shall be applied as follows: first, with respect to Section 9.6)the Base Rate Balance outstanding under the Swingline Advances until such portion of the Loan is repaid in full, second, with respect to the Base Rate Balance outstanding under the Revolving Loan until such portion of the Loan is repaid in full, and other third, with respect to the IBOR Balance outstanding under the Swingline Advances until such portion of the Loan is paid in full. Subject to the preceding sentence, the Borrower shall, at the time of making each such payment, specify to the Agent the sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that the Borrower fails to so specify, or if an Event of Default is in existence, the Agent may apply such payment to the Obligations in such order and manner as it may elect (subject to the preceding sentence) in its sole discretion, subject to Section 4.6 and provided that when applying any such amounts to any Balances, the portion of the Loan outstanding as the Base Rate Balance shall be prepaid in full prior to any application to any portion of the Loan outstanding as a Libor Balance or an IBOR Balance). Each payment received by the Agent under any Loan Document for the account of a Lender shall be paid to such Lender by 1:00 p.m. on the date the payment is deemed made to the Agent in immediately available funds, for the account of such Lender's Applicable Lending Office. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be paid from made on the proceeds next succeeding Business Day, and such extension of Advances made hereunder whether made following a request by time shall in such case be included in the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account computation of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentscase may be.

Method of Payment. (a) All payments (including prepayments) of principal, interest, commitment fees and other amounts payable hereunder by the Obligations hereunder shall Company shall, subject to Section 11.4 be made, made without setoff, deductiondefense, recoupment or counterclaim, counterclaim in immediately available funds to the Agent at Administrative Agent, for the Agent’s address specified pursuant to Article XIIIbenefit of the applicable Banks, or at any other Lending Installation of the Agent specified time up to 12:00 noon, New York City time (or with respect to principal and interest payable with respect to MC Loans denominated in writing by the Agent to the Borrower Representativean Alternative Currency, by noon (local 2:30 p.m. London time) ), on the date when due and shall be applied ratably by at the Agent among Administrative Agent’s Office for the Lendersapplicable currency. Any payment amount received by the Agent after such time on any date shall be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining calculating interest thereon. If any payment hereunder shall be due on a day that is not a Business Day, the amount date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in lawful money of the United States of America, except that payments of principal and interest in respect of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral denominated in an Alternative Currency shall be applied made in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderAlternative Currency. (b) At the election of the AgentExcept with respect to payments made to a Bank whose MC Commitment or USD Commitment is terminated pursuant to Section 2.12, (A) all payments of principalprincipal of, interestand interest on, reimbursement obligations any Advance under a Facility shall be made by the Administrative Agent to the Banks under such Facility ratably among such Banks, in connection with Facility LCs, fees, premiums, reimbursable expenses proportion to the outstanding principal amount of their respective Loans constituting part of such Advance and (including, without limitation, B) all reimbursement for payments of commitment fees and expenses pursuant to Section 9.6), and other sums amounts payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make an Advance for the purpose of paying each payment Banks under a Facility shall be made to the Banks under such Facility ratably among such Banks, in proportion to the amounts thereof owing to them. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees as it becomes due hereunder or any other amount then due under the Loan Documents and agrees that all a Facility, such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances funds shall be deemed applied first, towards payment of all Obligations in respect of Swingline Loans under such Facility, second, towards payment of interest and fees then due in respect of Revolving Loans under such Facility, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to have been requested such parties, and third, towards payment of principal then due in respect of Revolving Loans under such Facility, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Bank shall fail to make any payment required to be made by it pursuant to Section 2.1 and 2.14, 4.1 or 4.3(b), then the Administrative Agent may, in its discretion (ii) notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent to charge for the Funding Account or any other deposit account of such Bank to satisfy such Bank’s obligations under such Sections until all such unsatisfied obligations are fully paid, but any such application shall not affect the Borrower maintained with Chase for each payment discharge of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsCompany of its obligations in respect of which such amounts were received.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIII in immediately available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lendersrelevant Lenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the following next Business Day and any applicable interest Day. Each Advance shall be repaid or fee shall continue to accrue. Solely for purposes of determining prepaid in the Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the applicable Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase JPMorgan for each payment of principal, interest and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of any Non-U.S. Subsidiary Borrower for any payment of principal or interest on Loans made to the Borrower, or for fees incurred by the Borrower). Any payment by any Borrower to the Agent for the account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge such Borrower’s obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by any Borrower to the LC Issuer pursuant to Section 2.23. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of to be made by the Obligations hereunder Borrower shall be made, without setoff, deduction, or counterclaimmade on the date when due, in immediately available funds without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s address Office for payment and in Same Day Funds not later than 1:00 p.m. on the date specified pursuant herein. The Administrative Agent will promptly distribute to Article XIII, each Appropriate Lender its Pro Rata Share (or at other applicable share as provided herein) of such payment in like funds as received by wire transfer to such L▇▇▇▇▇’s Lending Office; provided that the proceeds of any other Lending Installation borrowing of Revolving Loans to finance the Agent specified reimbursement of a drawn Letter of Credit as provided in writing Section 2.04(c) shall be remitted by the Administrative Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lendersapplicable Issuing Bank. Any payment All payments received by the Administrative Agent after such time 1:00 p.m. shall in each case be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining . (b) If any payment to be made by the amount of Loans available for borrowing purposesBorrower shall come due on a day other than a Business Day, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, made on the day next following Business Day, and such extension of receipttime shall be reflected in computing interest or fees, subject to actual collection. Each payment delivered as the case may be. (c) Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or any Issuing Bank, as applicable, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be delivered promptly so required to), in reliance thereon, make available a corresponding amount to such Lender or such Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or such Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or such Issuing Bank in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or such Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the same type of funds that the Agent received at its address specified pursuant applicable Overnight Rate from time to Article XIII or at any Lending Installation specified time in a notice received by the Agent from such Lendereffect. (bd) At If any Lender makes available to the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement Administrative Agent funds for fees and expenses pursuant any Loan to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request such L▇▇▇▇▇ as provided in the foregoing provisions of this Section 2.17 or may be deducted from the Funding Account or any other deposit account of Article II, and such funds are not made available to the Borrower maintained with by the Agent. The Borrower hereby irrevocably authorizes (i) Administrative Agent because the Agent conditions to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.Borrowing set forth in

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation (or Lending Installations in the event different Lending Installations are designated for Obligations denominated in different Agreed Currencies) of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrowers, by noon 1:00 p.m. (local Central time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . The Administrative Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account charge accounts of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase U.S. Bank for each payment of principal, interest interest, Reimbursement Obligations and fees as it they becomes due hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrowers to the LC Issuer pursuant to Section 2.19.6. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the Borrower of such Advance is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to euro, in euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by 12:00 noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans, and except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrowers at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement ’s Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the any Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance JPMorgan for the purpose of paying each payment of principal, interest and fees the Obligations as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Agent in this Section 2.13 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally to the LC Issuers in the case of payments required to be made by any Borrower to the LC Issuers pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.24.6.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in SECTION 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s 's address specified pursuant to Article XIIIARTICLE XIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII ARTICLE XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request . Any payment owing by the Borrower Representative pursuant to Section 2.1 or a Lender shall be deemed request as provided in this Section 2.17 or may be deducted to have been paid to such Lender by the Borrower upon the Administrative Agent's receipt of such payment from the Funding Account or any other deposit Borrower. The Borrower authorizes the Administrative Agent to charge the account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Administrative Agent in this SECTION 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to ARTICLE III. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, 39 after the making of any Advance in any currency other than Dollars, the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. On the Closing Date, the Buyer shall pay the Sellers the full amount of the Price as follows: (i) the sum of ONE MILLION SIX HUNDRED AND TWENTY THOUSAND EUROS (€1,620,000) will be paid in cash, of which: (a) All payments ONE MILLION FIVE HUNDRED AND TWENTY THOUSAND EUROS (€1,520,000) will be paid by the Buyer submitting to each of the Obligations hereunder Sellers one bank endorsed order cheque for the amount which individually corresponds to each of them according to the Shares which are owned by them. The amounts of the aforementioned cheques will be adjusted (downwards) in the event that the Sellers choose to settle the Shareholders' Debt using the Withheld Payment formula provided for in Condition Precedent 2.1.(iv). Such adjustments shall be made, without setoff, deduction, or counterclaim, in immediately available funds to made on the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation basis of the Agent specified in writing Shareholders' Debt to be settled by each of the Agent to Sellers individually. A copy of the Borrower Representative, by noon (local time) on the date when due and aforementioned cheques shall be applied ratably by incorporated into the Agent among instrument notarising this Agreement and the Lenders. Any payment received by Sellers shall execute the Agent after such time shall be deemed to have been received on the following Business Day most complete and any applicable interest or fee shall continue to accrue. Solely for purposes effective acknowledgement of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent receipt for the account aforementioned amounts, pending clearing of any Lender shall be delivered promptly by the Agent to such Lender in the same type means of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lenderpayment. (b) At ONE HUNDRED THOUSAND EUROS (€100,000) (the election “Deposited Amount”) will be deposited in the bank account opened in the name of the AgentSellers (the “Deposit Account”) in the financial institution agreed by the Parties (the “Custodian Bank”) by means of the submission by the Buyer to the Custodian Bank of a bank endorsed order cheque (with the Custodian Bank being the beneficiary) for the total Deposited Amount, all payments in accordance with the terms and conditions of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses the deposit agreement attached hereto as Annex 3.2(i)(a) (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6the “Deposit Agreement”), as guarantee mechanism provided for in the Agreement in relation to the Sellers regarding the obligation to compensate potential Damages. Provided that there is no obligation of the Custodian Bank to block amounts within the Deposited Amount, in accordance with the terms and other sums payable under conditions provided for in Clause 4 of the Loan DocumentsDeposit Agreement (in which case the submissions to the Sellers will be governed by the provisions of the Deposit Agreement), may the Deposited Amount will be paid automatically released by the Custodian Bank to the Sellers by bank transfer to the Sellers' Account (as defined below) after 180 calendar days from the proceeds Closing Date. For the avoidance of Advances made hereunder whether made following a request doubt, the withholding of the Deposited Amount and its release shall in no event limit or relieve the Sellers' liability for Damages, which shall be governed by the Borrower Representative pursuant provisions of this Agreement. (ii) ONE HUNDRED AND EIGHTY THOUSAND EUROS (€180,000), will be paid, to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes Buyer’s choice, through (i) the Agent submission by the Buyer to make an Advance each of the Sellers of one bank endorsed order cheque for the purpose amount which individually corresponds to each of paying each payment of principal, interest and fees as it becomes due hereunder them according to the Shares which are owned by them; or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account delivery of shares of the Borrower maintained Buyer (the “Alkemy Shares”). In case it is paid with Chase for Alkemy Shares, the number of Alkemy Shares to be delivered to each payment of principalthe Sellers shall be determined in the instrument through which this Agreement is executed, interest and fees based on their market price of the Toronto stock exchange three calendar days prior to the Closing Date, i.e., if the Closing Date takes place on a Monday, the market price on the immediately preceding Friday shall be taken as it becomes due hereunder or any other amount due under the Loan Documentsreference.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 12:00 p.m. (local Chicago time) on the date when due and shall (except in the case of Reimbursement Obligations for which the applicable LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election account of the AgentBorrower maintained with Bank One for each payment of the Obligations as it becomes due hereunder. The Agent is also hereby authorized to charge each Collection Account into which Receivables collections and other proceeds of Collateral are deposited. The Agent shall apply such amounts on a daily basis to reduce outstanding Obligations. Notwithstanding the foregoing, all payments amounts on deposit in the Collection Accounts shall not be applied in reduction of principalthe Term Loans unless applied pursuant to Section 2.2.2, interest2.2.3, reimbursement obligations in connection with Facility LCs2.2.7, fees, premiums, reimbursable expenses or 6.26 (including, without limitation, all reimbursement for the retention thereof as cash collateral), applied pursuant to the Borrower's instructions, or otherwise applied pursuant to the terms of this Agreement. For purposes of computing interest, fees and expenses pursuant to Section 9.6)the Available Aggregate Revolving Loan Commitment as of any date, (x) all amounts constituting immediately available goods funds shall be deemed received by the Agent on the Business Day on which such amounts are deposited into one of the aforementioned Collection Accounts maintained with Bank One or an Affiliate thereof, and other sums payable under the Loan Documents, may (y) all amounts not constituting immediately available good funds shall be paid from the proceeds of Advances made hereunder whether made following a request deemed received by the Borrower Representative pursuant Agent on the first Business Day following the Business Day on which such amounts are deposited into one of the aforementioned Collection Accounts maintained with Bank One or an Affiliate thereof. In the event any such amount is applied and the payment item evidencing such amount is subsequently dishonored, returned for insufficient funds, required to Section 2.1 be returned to the applicable Account Debtor, or required to be remitted to a Person other than the Agent or a deemed request as provided Lender, the Obligations shall be increased by the amount originally applied in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, reduction thereof and interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have accrued on such amount from the Business Day on which such amount was originally credited as a reduction of the Obligations through the Business Day on which such amount is repaid. The Borrower shall also be required to pay any fees that would have accrued during such period had such amount not been requested deemed paid during such period. Each reference to the Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each LC Issuer in the case of payments required to be made by the Borrower to such LC Issuer pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.19.6.

Method of Payment. (ai) Except as set forth in Section 2.11, each Euro-Canadian Advance shall be repaid and each payment of interest thereon shall be paid in Canadian Dollars. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, Reimbursement Obligations and Commitment Fees, LC Fees, and other fees as it becomes due hereunder hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.21.6. Prior to the occurrence of a Default or any other amount due under the Loan Documentsan Unmatured Default, payments designated as payments on Tranche A Loans shall be distributed to each Tranche A Lender in its Pro Rata Tranche A Share and payments designated as payments on Tranche B Loans shall be distributed to Tranche B Lender.

Method of Payment. Except as otherwise specified herein, all payments by the Borrowers of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars, Swingline Loans denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency, Swingline Loans and Letters of Credit denominated in Foreign Currency, in the applicable Foreign Currency in which such Revolving Loans, Swingline Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency, reimbursements by the Borrowers may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder hereunder, other than payments of principal of and interest on any Swingline Loan and any fee, commission or other amounts payable in respect of any such Swingline Loan, shall be made, without setoff, deduction, or counterclaim, in immediately available funds Same Day Funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeOffice, by noon 1:00 p.m. (local Pacific time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time of any Issuing Lender’s fees or L/C Participants’ commissions shall be deemed to have been received on made in like manner, but for the following Business Day and any applicable interest account of such Issuing Lender or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesL/C Participants, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against as the Obligations, on the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such ▇▇▇▇▇▇’s address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all . All payments of principalprincipal of and interest on any Swingline Loan and any fee, interestcommission or other amounts payable in respect of any such Swingline Loan shall be made without setoff, reimbursement obligations deduction, or counterclaim, in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses Same Day Funds to the applicable Swingline Lender at such Swingline Lender’s address specified pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following Article 13 (or at any Lending Installation specified in a request notice received by the applicable Borrower Representative pursuant from such Swingline Lender not later than the Applicable Time on the date that is at least two Business Days prior to Section 2.1 or a deemed request as provided the date when due). Each Swingline Lender shall promptly notify the Administrative Agent of receipt of any payments from any Borrower in this Section 2.17 or may be deducted from the Funding Account or any other deposit account respect of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the Agent’s case may be, to such Lender's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may be, specified in writing by the Agent to the Borrower RepresentativeDomestic Borrower, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Domestic Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the a Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the applicable Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Canadian Correspondent Lender, and/or the UK Correspondent Lender (ii) a Canadian Loan Party shall be made to the Canadian Correspondent Lender or the UK Correspondent Lender, and (iii) a UK Loan Party shall be made to the UK Correspondent Lender or the Canadian Correspondent Lender.

Method of Payment. (aA) All payments of the Obligations principal, interest, and fees hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIIIXI, or at any other Lending Installation of the Agent address specified in writing by the Agent to the Borrower RepresentativeBorrower, or via wire transfer pursuant to wire transfer instructions provided by Agent from time to time, by 12:00 noon (local timeEastern Standard Time) on the date when due and shall due. Agent will thereafter cause like funds to be applied ratably distributed in accordance with Section 2.1 (i) if such payment by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied Borrower is in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments respect of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit Obligation then payable hereunder and/or under the Notes to more than one Lender, to such Lender for its account of the Borrower maintained ratably in accordance with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent amounts of such respective Obligations then payable to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for its account, in each case to be applied in accordance with the terms of this Agreement; provided, however that the Administration Fee due to Agent (pursuant to Section 2.13 hereof) for the month immediately preceding such date will be netted out of such amounts and be maintained in or remitted to the Agent’s Account by Table of Contents and for the benefit of the Agent. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.3 from and after the effective date of such Assignment and Acceptance, the Agent to charge shall make all payments hereunder and under the Funding Account or any other deposit account 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) Unless the Agent shall have received notice from the Borrower maintained prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may (but shall not be obligated to), 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 the Borrower shall not have so made such payment in full to the Agent, each such Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with Chase interest thereon, for each payment of principalday from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, interest and fees as it becomes due hereunder or any other amount due under at the Loan DocumentsApplicable LIBOR Rate.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s 's address specified pursuant to Article XIIIXIV, with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 2:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Each Borrower authorizes the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase Bank One for each payment of principal, interest interest, fees and fees commissions owed by such Borrower as it becomes due hereunder or any other amount hereunder; provided, that the account of the Domestic Borrower may be charged for all such amounts owed by it and the Japanese Borrower. The Domestic Borrower authorizes the Administrative Agent to charge the account of such Borrower maintained with Bank One for each payment of L/C Obligations as it becomes due under hereunder. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Domestic Borrower to the Issuing Bank pursuant to Article III.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon 1:00 p.m. (local New York time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV, at the applicable Eurocurrency Payment Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account accounts of the Company and the Subsidiary Guarantors maintained with JPMCB or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder. In addition, the Subsidiary Borrower authorizes the Administrative Agent to charge any account of the Subsidiary Borrower maintained with JPMCB or any of its Affiliates for each payment of principal, interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder (it being understood and agreed that no account of the Subsidiary Borrower shall be charged for any amount owing in respect of Obligations incurred solely by or on behalf of the Company unless the Subsidiary Borrower shall be jointly and severally liable for the Obligations of the Company at such time pursuant to Section 1.4). Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Company to the Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section 2.11, if, after the making of any Advance in any Agreed Currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency, with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any other Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be the Equivalent Amount of such payment otherwise due under the Loan Documents.38

Method of Payment. (ai) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) applied ratably by the Agent among the Lenders. All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Agent, all payments 's Eurocurrency Payment Office for such currency. The Agent is hereby authorized to charge the primary deposit account of each Borrower maintained with Bank One or any of its Affiliates for each payment of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest Reimbursement Obligations and fees as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Agent in this Section 2.13 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by a Borrower to the LC Issuer pursuant to Section 2.1 and 2.20.6. (ii) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or a Borrower is not able to make payment to the Agent to charge for the Funding Account or any other deposit account of the Lenders in such Original Currency, then all payments to be made by such Borrower maintained with Chase for each payment of principal, interest and fees as it becomes hereunder in such currency shall instead be made when due hereunder or any other in Dollars in an amount due under equal to the Loan Documents.Dollar

Method of Payment. (a) All payments The Company will pay interest on the principal amount of the Obligations hereunder Debentures as provided above on each March 8 and September 8, commencing September 8, 2011, to the persons who are Holders (as reflected in the Security Register as of the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the Interest Payment Date), in each case, even if the Debenture is cancelled on registration of transfer or registration of exchange after such Record Date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Debenture to a Paying Agent on or after the Maturity Date. Not later than 4:00 p.m. (Toronto time) on the Business Day immediately prior to each due date of any principal of or interest on the Debentures, the Company shall be made, without setoff, deduction, or counterclaim, deposit with the Paying Agent money in immediately available funds sufficient to pay such principal and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Debentures (whether such money has been paid to it by the Company or any other obligor on the Debentures including the Guarantor), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Debentures including the Guarantor) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Agent at Trustee and account for any funds disbursed, and the Agent’s address specified pursuant to Article XIII, or Trustee may at any other Lending Installation time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. So long as the Debentures are represented by one or more Global Debenture registered in the name of the Agent specified in writing Depository or its nominee, all interest payments on the Debentures shall be made by the Paying Agent to (if different from the Borrower Representative, Trustee) by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes wire transfer of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds in Canadian dollars to an account designated by the Depository. In the event any Debentures cease to be so represented by a Global Debenture, the Registrar (if different from collections the Trustee) shall furnish to the Trustee as of items each Record Date and at such other times as the Trustee may reasonably request the names and addresses of payment Holders as they appear in the Security Register, including the aggregate principal amount of Debentures held by each Holder, and proceeds the Trustee shall direct the Paying Agent to pay principal and interest by wire transfer to each Holder or by cheque sent by mail to such Holder’s registered address (as reflected in the Security Register). If the Company or any Subsidiary of the Company or any Affiliate of any Collateral of them acts as Paying Agent, it will, on or before each due date of any principal of or interest on the Debentures, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal or interest so becoming due until such sum of money shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent paid to such Lender in the same type Holders or otherwise disposed of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 Indenture, and will promptly notify the Trustee of its action or may failure to act. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be deducted made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Funding Account Interest Payment Date or any other deposit account the Maturity Date to the date of such payment on the next succeeding Business Day. The Debentures are not intended to be sold to Persons who are not Canadian residents within the meaning of the Borrower maintained Income Tax Act (Canada). Any withholding taxes required under applicable laws with respect to payments to Holders who are non-residents of Canada (as defined in the Agent. The Borrower hereby irrevocably authorizes Income Tax Act (iCanada)) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed withheld by the Company and remitted to have been requested pursuant the applicable taxing authority without any gross-up or additional amount paid to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentssuch non-resident Holders.

Method of Payment. Borrower shall make each payment under this Agreement and under the Notes not later than 11:00 a.m. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local New York time) on the date when due and shall be applied ratably by the in Dollars to Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other at Administrative Agent's Office in immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligationsfunds. Administrative Agent will thereafter, on the day of receiptits receipt of each such payment, subject cause to actual collection. Each payment delivered be distributed to each Lender (i) such Lender's appropriate share (based upon the Agent respective outstanding principal amounts and rate(s) of interest under the Notes of all Lenders) of the payments of principal and interest in like funds for the account of any Lender shall be delivered promptly by the Agent such Lender's Applicable Lending Office and (ii) fees payable to such Lender in accordance with the same type terms hereof. Except to the extent otherwise provided herein, whenever any payment to be made hereunder or under the Notes is due on any day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of funds that time shall in such case be included in the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election computation of the Agentpayment of interest and other fees, as the case may be. Subject to the immediately following paragraph, but notwithstanding anything else to the contrary contained herein or in the other Loan Documents, amounts realized through the exercise of remedies under the Loan Documents shall be applied, first, to all payments costs and expenses incurred by Administrative Agent on behalf of Lenders in enforcement of the Loan Documents, including attorneys' fees and expenses, and, second, to outstanding principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees accrued and expenses pursuant to Section 9.6), unpaid interest and other sums payable amounts owing under the Loan Documents, may in such order as the Required Lenders determine but to be distributed to Lenders in proportion to the respective outstanding principal amounts under their Notes. Notwithstanding the foregoing provisions of this Section, (x) Administrative Agent shall make no payment to a Delinquent Lender until the Non-Delinquent Lenders have been paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or full all outstanding principal, accrued and unpaid interest and any other deposit sums owing to them under the Loan Documents, it being understood that payments of interest on account of the Borrower maintained with outstanding principal amount of the Agent. The Borrower hereby irrevocably authorizes (i) Notes held by the Delinquent Lender shall be held by Administrative Agent in a non-interest bearing account and not distributed to make an Advance for the purpose of paying each payment of Delinquent Lender until such time as all principal, interest and fees as it becomes other sums due hereunder or any other amount due under to the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable LoansDelinquent Lenders have been paid in full, Swingline Loans(y) any payments (other than interest, Overadvances and Protective Advancesas provided in clause (x) and that all such Advances above) which would otherwise be due a Delinquent Lender shall be deemed distributed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of Non-Delinquent Lenders until such time as all principal, interest and fees other sums due to the Non-Delinquent Lenders have been paid in full (except that any such amounts otherwise due a Delinquent Lender received by Administrative Agent during an Election Period shall be retained by Administrative Agent until the expiration of the Election Period and either paid to the Delinquent Lender, if the delinquency is cured, or paid to the Non-Delinquent Lenders, if the delinquency is not cured) and (z) Administrative Agent shall deduct, from amounts due (or, in the case of a Delinquent Lender, amounts that would otherwise be payable to such Delinquent Lender being held by Administrative Agent pursuant to clause (x) above) a Lender in default under its obligations under Section 10.05, the amount owing by such Lender pursuant to said Section 10.05 and pay the amount so deducted to itself, the other Lenders, or such other party as it becomes due hereunder or any other amount due under the Loan Documentsis entitled to such amount, as applicable.

Method of Payment. Tenant shall pay the Base Rent to Landlord in advance in equal monthly installments by the first of each calendar month during the Term (aexcept as provided in Section 4.1(a) above) and the monthly installment of Tenant’s Pro Rata Share of Total Operating Costs as provided in Section 4.2. Tenant shall make a pro-rata payment (on a per diem basis) of Base Rent and Additional Rent for any period of less than a month at the beginning or end of the Term. All payments of Base Rent, Additional Rent and other sums due shall be paid, without demand, set-off or other deduction, except as otherwise expressly set forth herein, in current U.S. exchange. Tenant shall pay the Obligations regular monthly installments of Base Rent under Section 4.1 and Additional Rent under Section 4.2(b) by electronic fund transfer pursuant to wire instructions from time to time provided by Landlord unless and until otherwise directed by Landlord. All other amounts due to Landlord hereunder shall be made, without setoff, deduction, paid by Tenant either in the manner provided under the preceding sentence or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) check drawn on the date when due a clearinghouse bank and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for Address of Landlord set forth in Article 1 or to such other place or account as Landlord may from time to time direct. It is intended that the Base Rent payable hereunder shall be a net return to Landlord throughout the Term, free of expense, charge, offset, diminution or other deduction whatsoever (except as expressly provided herein) on account of any Lender shall be delivered promptly by the Agent to such Lender in Premises (excepting Landlord’s financing expenses, federal and state income taxes of general application, and those expenses that this Lease expressly makes the same type responsibility of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6Landlord), and other sums payable under all provisions hereof shall be construed in light of such intent. Without limiting the Loan Documentsforegoing, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request except as expressly provided in this Section 2.17 Lease, Tenant’s obligation to pay Rent shall be absolute, unconditional, and independent of any Landlord covenants and shall not be discharged or may be deducted from otherwise affected by any law or regulation now or hereafter applicable to the Funding Account Premises, or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes restriction on Tenant’s use, or (iexcept as expressly provided herein) the Agent to make an Advance for the purpose of paying each payment of principalany casualty or taking, interest and fees as it becomes due hereunder or any failure by Landlord to perform or other amount due under occurrence; and Tenant waives all rights now or hereafter existing to quit or surrender this Lease or the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account Premises or any other deposit account of the Borrower maintained with Chase for each payment of principalpart thereof, interest and fees as it becomes due hereunder or to assert any other amount due under the Loan Documentscounterclaim or defense in any action seeking to recover Rent (unless such counterclaim or defense would be lost by Tenant if not raised in such proceeding).

Method of Payment. (a) All payments of the Obligations hereunder ----------------- shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s 's address specified pursuant to Article XIIIXIII in immediately ------------ available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall be applied ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the following next Business Day and any applicable interest Day. Each Advance shall be repaid or fee shall continue to accrue. Solely for purposes of determining prepaid in the Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified ------------ in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase First Chicago for each payment of principal, interest and fees as it becomes due hereunder hereunder. Any payment by the Borrower to the Agent for account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge the Borrower's obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.12 shall also be ------------ deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.19. Notwithstanding the foregoing provisions of this Section, if, ------------ after the making of any Advance in any currency other than Dollars, currency control or any other amount due under exchange regulations are imposed in the Loan Documents.country which issues such currency with the result that

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.15(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s 's address specified pursuant to Article XIIIXV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon 2:00 p.m. (local New York time) on the date when due and shall be applied ratably by the Agent among the LendersLenders with respect to any principal and interest due in connection with Loans. Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower Company maintained with Chase ABN, after one (1) Business Day's prior written notice to the Company, for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Company to any Issuing Bank pursuant to Article III. All payments to be made by the Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.21 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (local time) on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Alternate Currency Loans the applicable Alternate Currency Bank shall give written notice to the Administrative Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or the applicable Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder required to be made pursuant to this Agreement shall be made, without setoff, deduction, or counterclaim, made in immediately available funds (i) with respect to the Facility Fee and the Utilization Fee, in United States dollars to the account in the continental United States designated by the Administrative Agent at the Agent’s address specified pursuant to Article XIIISection 2.3, or at any other Lending Installation of the Agent specified in writing by the Agent (ii) with respect to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed payments relating to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses principal, interest, any Gross-up or any payments pursuant to Section 9.6)2.18 or 10.3) or CAF Advances, and other sums payable under in the lawful currency of the country in which the Loan Documentsor CAF Advance is denominated, may be paid from to the proceeds of Advances made hereunder whether made following a request by Administrative Agent for the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained Banks at (A) the Domestic Funding Office, with respect to each Domestic Loan and each CAF Advance denominated in United States dollars, (B) the AgentEurodollar Funding Office, with respect to each Eurocurrency Loan which is denominated in United States dollars, (C) the Foreign Currency Funding Office, with respect to each Foreign Currency Loan or CAF Advance denominated in a Foreign Currency or (D) in each case, at such other location as may be agreed upon by the Administrative Agent and the Company and (iii) with respect to any other payment due hereunder, in such currency and in such place or office as may be required hereunder or as may otherwise be agreed upon by the Administrative Agent and the Company. The Borrower hereby irrevocably authorizes (i) Administrative Agent shall distribute such payments to the Agent Banks promptly upon receipt in like funds as received. Whenever any payment of principal of, or interest on, any Domestic Loan or of the Facility Fee shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to make an Advance for the purpose next succeeding Domestic Business Day and, in the case of paying each a payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances thereon shall be deemed payable for such extended time. Whenever any payment of principal of, or interest on, any Eurocurrency Loan which is denominated in United States dollars shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to have been requested pursuant the next succeeding Eurodollar Business Day, unless as a result thereof such date would fall in the next calendar month, in which case, such date shall be advanced to Section 2.1 and (ii) the Agent to charge next preceding Eurodollar Business Day, and, in the Funding Account or any other deposit account case of the Borrower maintained with Chase for each a payment of principal, interest and fees thereon shall be payable to the date of payment as it becomes extended or advanced as the case may be. Whenever any payment of principal of, or interest on, any Foreign Currency Loan shall be due hereunder on a day which is not a Foreign Currency Business Day, the date for payment thereof shall be extended to the next succeeding Foreign Currency Business Day, unless as a result thereof such date would fall in the next calendar month, in which case, such date shall be advanced to the next preceding Foreign Currency Business Day, and, in the case of a payment of principal, interest thereon shall be payable to the date of payment as extended or any other amount due under advanced as the Loan Documentscase may be.

Method of Payment. (a) All payments of The Borrower shall make each payment under this Agreement and under the Obligations hereunder shall be madeNotes not later than 1:00 P.M. Philadelphia, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) Pennsylvania time on the date when due and shall be applied ratably by in lawful money of the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered United States to the Agent at its Lending Office (as set forth in Section 9.02 (b) for the account of any Lender shall the applicable Lending Office of each Bank in immediately available Dollars. The Agent will promptly thereafter cause to be delivered promptly by distributed (1) such payments of principal and interest in like funds to each Bank for the Agent to such Lender account of its applicable Lending Office in the same type proportion that such Bank’s Loans to which the payment applies bears to the total amount of funds that all Banks’ Loans to which the Agent received at its address specified pursuant payment applies and (2) other fees payable to Article XIII any Bank to be applied in accordance with the terms of this Agreement. The Borrower hereby authorizes each Bank, if and to the extent payment is not made when due under this Agreement or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan DocumentsNotes, may be paid to charge from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant time to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or time against any other deposit account of the Borrower maintained with such Bank any amount as due. Whenever any payment to be made under this Agreement or under the AgentNotes shall be stated to be due on a day other than a Business Day, such payments shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest and the Availability Fee, as the case may be, except, in the case of a LIBOR Rate Loan, if the result of such extension would be to extend such payment into another calendar month, such payment shall be made on the immediately preceding Business Day. The Borrower hereby irrevocably authorizes further certifies that Borrower holds legitimate ownership of such account(s) and preauthorizes this periodic debit as part of its right under said ownership. With respect to each payment hereunder, except as specifically provided otherwise herein or in any of the other Loan Documents, the Borrower may designate by written notice to the Agent prior to or concurrently with such payment the specific Loans or other Obligations that are to be paid, repaid or prepaid, provided that (i) unless made together with all amounts required hereunder to be paid as a consequence thereof, a prepayment of a LIBOR Rate Loan may be made only on the Agent to make an Advance for last day of the purpose of paying each payment of principalInterest Period applicable thereto, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) each payment on account of any Obligations to or for the account of one or more Banks shall be apportioned ratably among such Banks in proportion to the amounts of such Obligations owed to them respectively. In the absence of any such designation by the Borrower, or if an Event of Default has occurred and is continuing, such payment shall be applied by the Agent and the Banks in the following manner and order: (i) first, to charge the Funding Account or payment of all Agency Fees and Expenses; (ii) second, to the payment on a pari passu basis of the Loans and any indebtedness owed to the Banks under any Swap Agreement; and (iii) third, to the payment of any other deposit account Obligations as directed by the Required Banks. Payments allocated to the Loans shall be applied as follows: (1) first, to the payment of interest on, and then the principal portion of any Base Rate Loans; and then (2) second, to the payment of interest on, and then the principal portion of, any LIBOR Rate Loans. Each determination of the Base Rate or a LIBOR Rate by the Agent pursuant to this Agreement shall be conclusive and binding on all parties hereto absent manifest error. The Borrower maintained with Chase acknowledges that to the extent interest payable on Base Rate Loans is based on the base rate, such rate is only one of the bases for each payment of principalcomputing interest on loans made by the Banks, and by basing interest payable on Base Rate Loans on such base rate, the Banks have not committed to charge, and the Borrower has not in any way bargained for, interest and fees as it becomes due hereunder based on a lower or any the lowest rate at which the Banks may now or in the future make loans to other amount due under the Loan Documentsborrowers.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s applicable Eurocurrency/RFR Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars or payments made by a Foreign Subsidiary Borrower, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 1:00 p.m. (local Chicago time) or, with respect to payments covered by clause (ii), 1:00 p.m. local time in the city of the applicable Eurocurrency/RFR Payment Office on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . Any payment owing by a Borrower to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Lender shall be deemed to have been requested pursuant paid to Section 2.1 and (ii) such Lender by such Borrower upon the Administrative Agent’s receipt of such payment from such Borrower. Each Borrower authorizes the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower such ▇▇▇▇▇▇▇▇ maintained with Chase ▇▇▇▇▇ Fargo for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder; provided, that the Administrative Agent promptly notifies the Company thereof. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by a Borrower to any Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments The Company will pay interest on the principal amount of the Obligations hereunder Debentures as provided above on each April 12 and October 12, commencing October 12, 2006 to the persons who are Holders (as reflected in the Security Register at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the Interest Payment Date), in each case, even if the Debenture is cancelled on registration of transfer or registration of exchange after such Record Date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Debenture to a Paying Agent on or after April 12, 2011. Not later than 10:00 a.m. (Toronto time) on each due date of any principal of or interest on the Debentures, the Company shall be made, without setoff, deduction, or counterclaim, deposit with the Paying Agent money in immediately available funds sufficient to pay such principal and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Debentures (whether such money has been paid to it by the Company or any other obligor on the Debentures including the Guarantor), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Debentures including the Guarantor) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Agent at Trustee and account for any funds disbursed, and the Agent’s address specified pursuant to Article XIII, or Trustee may at any other Lending Installation time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. So long as the Debentures are represented by one or more Global Debenture registered in the name of the Agent specified in writing Depository or its nominee, all interest payments on the Debentures shall be made by the Paying Agent to (if different from the Borrower Representative, Trustee) by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes wire transfer of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds in Canadian dollars to an account designated by the Depository. In the event any Debentures cease to be so represented by a Global Debenture, the Registrar (if different from collections the Trustee) shall furnish to the Trustee as of items each Record Date and at such other times as the Trustee may reasonably request the names and addresses of payment Holders as they appear in the Security Register, including the aggregate principal amount of Debentures held by each Holder, and proceeds the Trustee shall direct the Paying Agent to pay principal and interest by wire transfer to each Holder or by cheque sent by mail to such Holder’s registered address (as reflected in the Security Register). If the Company or any Subsidiary of the Company or any Affiliate of any Collateral of them acts as Paying Agent, it will, on or before each due date of any principal of or interest on the Debentures, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal or interest so becoming due until such sum of money shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent paid to such Lender in the same type Holders or otherwise disposed of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 Indenture, and will promptly notify the Trustee of its action or may failure to act. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be deducted made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Funding Account or any other deposit account Maturity Date to the date of such payment on the next succeeding Business Day. The Debentures are not intended to be sold to Persons who are not Canadian residents within the meaning of the Borrower maintained Income Tax Act (Canada). Any withholding taxes required under applicable laws with respect to payments to Holders who are non-residents of Canada (as defined in the Agent. The Borrower hereby irrevocably authorizes Income Tax Act (iCanada)) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed withheld by the Company and remitted to have been requested pursuant the applicable taxing authority without any gross-up or additional amount paid to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentssuch non-resident Holders.

Method of Payment. (ai) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Agent’s address specified pursuant to Article XIIIAdministrative Office, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) 1:00 p.m. New York time on the date when due and due. Each such payment shall be made in Dollars. (ii) All payments of the Obligations hereunder shall be applied ratably by the Administrative Agent among the Lenders of the applicable Class. As provided elsewhere herein, all Lenders. Any payment received by ’ interests in the Agent after such time Loan Documents and the Borrowings of a Class shall be deemed to ratable undivided interests and none of such ▇▇▇▇▇▇▇’ interests shall have been received on priority over the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionothers. Each payment in respect of a Class of Loans delivered to the Administrative Agent for the account of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be delivered paid promptly (on the same day as received by the Administrative Agent if received prior to 1:00 p.m. New York time, and otherwise on the next succeeding Business Day) by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Payments received by the Administrative Agent but not timely funded to the Lenders shall bear interest payable by the Administrative Agent at the Federal Funds Rate from the date due until the date paid. (biii) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses If any Lender shall fail to make any payment required to be made by it pursuant to Section 9.6)2.9, 2.20, 2A.5, 2A.6(b) or 10.8, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (A) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (B) hold any such amounts in a segregated account as cash collateral for, and other sums payable application to, any such unsatisfied obligations of such Lender under any such Section or any contingent reimbursement obligations of such Lender with respect to then outstanding Facility Letters of Credit until all such unsatisfied obligations are fully paid, in the Loan Documentscase of each of clauses (A) and (B) above, may be paid from the proceeds of Advances made hereunder whether made following a request in any order as determined by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided Administrative Agent in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsits discretion.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at (except as set forth in the next sentence) the Administrative Agent’s 's address specified pursuant to Article XIIIXV, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall (except (a) with respect to repayments of Swing Line Loans, and (b) in the case of Reimbursement Obligations for which an LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received All payments to be made by the Agent after such time Borrowers hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent, at its Eurocurrency Payment Office for such currency and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against ratably by the Obligations, on Administrative Agent among the day of receipt, subject to actual collectionLenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at at, (x) with respect to Floating Rate Loans (other than a Swing Line Loan) and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII XV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Lender and (by) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrowers at the address of the Administrative Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Administrative Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the Borrower Borrowers maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder JPMCB or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees as it becomes due hereunder hereunder. Promptly following receipt by the Administrative Agent of payment for a Reimbursement Obligation, the Administrative Agent shall distribute such payment ratably to an LC Issuer or any other amount due under the Loan DocumentsLC Issuers, as the case may be, in proportion to the percentage of the Reimbursement Obligations owed to such LC Issuer. Each reference to the Administrative Agent in this Section 2.14 shall also be deemed to refer, and shall apply equally, to the relevant LC Issuer, in the case of payments required to be made by the Borrowers to such LC Issuer pursuant to Section 2.23.6.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentExcept as otherwise expressly provided ----------------- herein, all payments of principal, interest, reimbursement obligations and other amounts to be made by Borrower or any other Loan Party under the Loan Documents shall be made to Administrative Agent at the Principal Office for the account of each Lender's Applicable Lending Office in connection with Facility LCs, fees, premiums, reimbursable expenses (includingDollars and in immediately available funds, without limitationset-off, all reimbursement for fees and expenses pursuant deduction, or counterclaim, not later than 12:00 noon on the date on which such payment shall become due (each such payment made after such time on such due date to Section 9.6be deemed to have been made on the next succeeding Business Day). Borrower shall, and other at the time of making each such payment, specify to Administrative Agent the sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that Borrower fails to so specify, or if an Event of Default has occurred and is continuing, Administrative Agent may apply such payment to the Obligations in such order and manner as it may elect in its sole discretion, subject to Section 5.6 and provided that when applying ----------- any such amounts to any Loans, Loans subject to Base Rate Accounts shall be prepaid in full prior to any application to Loans subject to Libor Accounts). Each payment received by Administrative Agent under any Loan Document for the account of a Lender shall be paid to such Lender by 3:00 p.m. on the date the payment is deemed made to Administrative Agent in immediately available funds, for the account of such Lender's Applicable Lending Office. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be paid from made on the proceeds next succeeding Business Day, and such extension of Advances made hereunder whether made following a request by time shall in such case be included in the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account computation of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentscase may be.

Method of Payment. (a) All payments of the Obligations hereunder (including payments made pursuant to the last sentence of this Section 2.16) shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address 's Payment Office applicable to the currency in which the payment is to be made as specified pursuant to Article XIII, in Schedule 2.9 or at any other Lending Installation Office or Payment Office of the Agent specified in writing by the Agent Agent, to the Borrower Representative, by noon (local timetime at the Payment Office for applicable currency) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day , Canadian Lenders, and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesSingaporean Lenders, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionas applicable. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received received, at its address Payment Office for Dollar Advances or for the currency in which the payment is to be made as specified pursuant to Article XIII in Schedule 2.9 or at any other Lending Installation Office or Payment Office specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Relevant Borrower maintained with Chase First Chicago for each payment of principal, interest interest, facility fees and annual administrative agent's fees payable in Dollars as it becomes due hereunder hereunder. If the Agent does not intend to so charge such account for any such amount, it will notify the Borrower of such fact at least two Business Days prior to the due date of such amount. (b) All payments of principal of and interest on any Advance or any other Obligations hereunder shall be made by the Relevant Borrower in the currency borrowed (the "Specified Currency") in the manner and at the address (the "Specified Place") specified in Section 2.16(a). Payment of the Obligations shall not be discharged by an amount due under paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the Loan Documents.extent that the amount so paid on

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . Notwithstanding the election of the Agentforegoing, all no payments of principal, interest, reimbursement obligations in connection with Facility LCsfees or other amounts delivered to the Agent for the account of any Defaulting Lender shall be delivered by the Agent to such Defaulting Lender. Instead, feessuch payments shall, premiumsfor so long as such Defaulting Lender shall be a Defaulting Lender, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6)be held by the Agent, and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Agent is hereby authorized and directed by the Borrower Representative pursuant all parties hereto to Section 2.1 or a deemed request hold such funds in escrow and apply such funds as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the extent such Defaulting Lender fails to make such Credit Extensions. Notwithstanding the foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Agent pursuant to charge the Funding Account or any other deposit account preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.4.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent Lender at the Agent’s its address specified pursuant to Article XIIIXI, or at any other Lending Installation of the Agent Lender specified in writing by the Agent Lender to the Borrower Representative, by noon (local Chicago, Illinois time) on the date when due and shall be applied ratably by the Agent among the Lendersdue. Any payment received by the Agent Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentLender, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, including all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances Loans made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 2.15 or may be deducted from the Funding Account or any other deposit account of the any Borrower maintained with the AgentLender. The Borrower Borrowers hereby irrevocably authorizes authorize (i) the Agent Lender to make an Advance a Floating Rate Loan for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Loans shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent Lender to charge the Funding Account or any other deposit account of the Borrower a Loan Party maintained with Chase the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.of

Method of Payment. (a) All payments on account of principal and ----------------- interest on the Obligations hereunder shall be madeRC Loans, without setoffthe Commitment Fees, deduction, or counterclaim, in immediately available funds and all other amounts otherwise payable by the Borrower to the Agent at or to the Agent’s address specified pursuant Lenders under this Agreement (other than payments in respect of Swing Loans), shall be made to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other U.S. Dollars which are immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligationsby noon, (Philadelphia, Pennsylvania time), on the day due date for such payment, at Agent's principal office (which as of receiptthe date hereof is at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, subject ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 19101) specifying amount and date of payment, re: Specialty Products & Insulation Co. (and if by wire transfer, in accordance with the instructions on the signature page to actual collectionthis Agreement executed by First Union National Bank), or to such other accounts or Persons or at such other place as the Agent may direct in writing. Each payment delivered Payments made by the Borrower to the Agent for the account benefit of any Lender (other than the Swing Loan Lender) shall be delivered promptly by fulfill Borrower's obligations to make such payments to the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agenthereunder. The Borrower hereby irrevocably authorizes the Lenders (after receipt of notice from the Agent to do so) to (i) apply to the Agent aforesaid payments, up to make an Advance the amount of such payments, any portion of the balance of any account maintained by the Borrower for the purpose of paying each payment of principalfacilitating said payments, interest and fees as it becomes due hereunder or any other amount due and/or (ii) cause the aforesaid payments to be made, if not paid by the Borrower when due, by drawing under the Loan Documents and agrees that all loan facilities provided under this Agreement if available; notwithstanding the foregoing, any amounts not paid when due shall bear interest at the Default Rate, subject to the following sentence. The failure by the Borrower to make a payment by noon shall not constitute an Event of Default if such amounts charged shall constitute Loans (including Non-Ratable Loanspayment is made on the due date; however, Swingline Loans, Overadvances and Protective Advances) and that all any payment made after such Advances time on such due date shall be deemed to have been requested pursuant to Section 2.1 and (ii) made on the Agent to charge next Business Day for the Funding Account or any other deposit account purpose of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsreimbursement calculations.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request . Any payment owing by the Borrower Representative pursuant to Section 2.1 or a Lender shall be deemed request as provided in this Section 2.17 or may be deducted to have been paid to such Lender by the Borrower upon the Administrative Agent’s receipt of such payment from the Funding Account or any other deposit Borrower. The Borrower authorizes the Administrative Agent to charge the account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to Article III. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV, with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 2:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Each Borrower authorizes the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase JPMorgan for each payment of principal, interest interest, fees and fees commissions owed by such Borrower as it becomes due hereunder or any other amount hereunder; provided, that the account of the Domestic Borrower may be charged for all such amounts owed by it and the Japanese Borrower. The Domestic Borrower authorizes the Administrative Agent to charge the account of such Borrower maintained with JPMorgan for each payment of L/C Obligations as it becomes due under hereunder. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Domestic Borrower to the Issuing Bank pursuant to Article III.

Method of Payment. (a) All payments and prepayments of principal ----------------- and all payments of interest and other amounts due in respect of Term Loan A, Term Loan B and a Revolving Loan which is not a Swingline Loan or reimbursement of a drawing under a Letter of Credit shall be made by the Borrower to the Administrative Agent, for the respective accounts of the Obligations hereunder shall be madeBanks or (as the case may be) the Administrative Agent, without setoffat ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, deduction▇▇▇▇▇▇, or counterclaim▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIIIfunds, on or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representativebefore 1:00 p.m. (Boston, by noon (local Massachusetts time) on the due date when due thereof, free and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day clear of, and without any applicable interest deduction or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposeswithholding for, checks and cash any Non-Excluded Taxes or other immediately available funds from collections of items of payment payments. The Borrower authorizes the Administrative Agent and proceeds of any Collateral shall be applied in whole or in part against the Obligationseach Bank, on the day of receipt, subject to actual collection. Each payment delivered advance to the Agent for the account of any Lender shall be delivered promptly by the Agent Borrower and to such Lender in the same type of funds that the Agent received at its address specified pursuant charge to Article XIII or at any Lending Installation specified in it as a notice received by the Agent from such Lender. (b) At the election of the Agent, Revolving Loan a sum sufficient to pay all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiumscharges, reimbursable taxes , expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount amounts due under the Loan Documents if such sums are not paid on the date due (after giving effect to any applicable grace periods) and agrees to charge to any deposit account which the Borrower may maintain with the Administrative Agent or such Bank the principal, interest, fees, charges, taxes and expenses provided for in the Loan Documents if, on the day that all such interest, principal, fees, charges, taxes, expenses and other amounts become due (after giving effect to any applicable grace periods) such amounts charged shall constitute are not paid and the aggregate principal amount of all Revolving Loans (including Non-Ratable Loans, Swingline Loans) outstanding, Overadvances and Protective Advancesplus the aggregate Stated Amount of Letters of Credit outstanding at such time, plus the aggregate amount of all unreimbursed draws under outstanding Letters of Credit, equals or exceeds the lesser of (A) and that the aggregate amount of the Revolving Credit Commitments of all of the Banks at such Advances shall be deemed to have been requested pursuant to Section 2.1 time, and (iiB) the Agent Borrowing Base at such time, in each case with advice thereafter sent to charge the Funding Account Borrower's chief financial officer in accordance with the Administrative Agent's or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentssuch Bank's customary practice.

Method of Payment. (a) All payments of the Obligations principal, interest, and fees hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local Chicago time) on the date when due and unless the Borrower had directed that such payment be applied to outstanding Swing Line Loans, shall be applied made ratably by the Agent among (i) the Lenders. Any payment received by Lenders with respect to their Committed Loans and (ii) the Agent after such time shall be deemed Lenders which have made Competitive Bid Loans in response to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsame Competitive Bid Rate Request. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that which the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase First Chicago for each payment of principal, interest and fees as it becomes due hereunder hereunder. The Agent shall endeavor in good faith to provide telephonic notice to Borrower prior to any such charge, but the Agent shall not be liable to Borrower or any other amount Person if Agent fails to provide any such notice. If and to the extent payment owed to any Lender is not made by the Borrower to the Agent or that Lender, as the case may be, when due hereunder or under the Loan DocumentsNote held by that Lender, the Borrower further authorizes such Lender to charge from time to time against any or all of the accounts maintained by the Borrower with the Lender, its subsidiaries, affiliates or branches any amount so due, subject to the provisions of Article XI.