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) 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) Except for Loans that have been converted into Loans of another Agreed Currency as provided in the definition of “Eligible Currency,” each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made, and any such amount in respect of a Loan that has been converted as described above shall be paid in the currency into which such Loan has been converted. All payments of to be made by the Obligations Borrower hereunder in Dollars 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, Section 9.01 or at any other Domestic Lending Installation Office of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 11:00 a.m. (local Chicago time) on the date when due. 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. All payments of Obligations hereunder shall (except (x) repayments of Swing Line Loans and shall Competitive Bid Loans, (y) Reimbursement Obligations for which the LC Issuers have not been fully indemnified by the Lenders or (z) 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 (i) with respect to Base Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII Section 9.01 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. Whenever any payment of principal of, or at interest on, Base Rate Loans or Absolute Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any Lending Installation specified payment of principal of, or interest on, Eurocurrency Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in a notice received another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each reference to the Agent in this Section 2.11 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 Agent from such LenderBorrower directly to the LC Issuers pursuant to Section 2.19.6. (b) At Notwithstanding the election foregoing provisions of this Section, if, after the making of any Loan 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 Loan 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. (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) 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 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 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 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 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 (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 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) 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. (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) 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 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. (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. (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. (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. 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 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) 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. (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) 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 ----------------- 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 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) 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. (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 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) 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. 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. (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) 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. (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. (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. (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. (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. 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 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. (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 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 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 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 the Obligations principal, interest, fees, commissions and other amounts payable hereunder or under any other Loan Document shall be mademade on the date when due, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Administrative Agent to such account as may be specified by the Administrative 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 least one Business Day prior to the Borrower Representativetime expressly required hereunder or under such other Loan Document for such payment (or, by if no such time is expressly required, prior to the 12:00 noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders)), in immediately available funds. Any payment amounts received by the Agent after such time shall on any date may, in the discretion of the Administrative Agent, 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 under any Loan Document shall be due on a day that is not a Business Day, the date of 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. Each Advance shall be repaid or 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 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 in its Administrative Questionnaire 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 JPMCB 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 or Swing Line Bank, in the case of payments required to be made by the Company to any Issuing Bank or Swing Line Bank, pursuant to this Agreement. (b) 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 2.22 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 Business Days after receipt, upon receipt of any payment of principal of the Alternate Currency Loans the applicable Alternate Currency Lender shall give written notice to the Administrative Agent by telecopier or electronic mail of the receipt of such payment. (c) Notwithstanding the foregoing provisions of this Section 2.12, 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 (the “New Currency”), as applicable, 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 Lender, 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 Lender, 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 2.12, 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 Lender 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 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 RepresentativeBorrower, 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 2.8(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 Borrower 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 Borrower; (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 Borrower 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 Borrower and, in each case, unless otherwise designated by Borrower, 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 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 Bank One for the purpose of paying each payment of principal, interest and fees the Obligations as it becomes due hereunder or any hereunder. The Agent is also hereby authorized to charge each Collection Account into which Receivables collections and other amount due under the Loan Documents and agrees that all proceeds of Collateral are deposited. 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 Bank One 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 Bank One 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 39 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 Revolving Advance shall be repaid by the applicable Borrower and each payment of interest thereon shall be paid by the applicable Borrower in the currency in which such Revolving Advance was made. All such payments to be made in Dollars and all other payments in respect of the Obligations hereunder (other than payments in respect of Swing Loans) shall be mademade by the applicable Borrower, without condition or deduction for any counterclaim, defense, recoupment or 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 Agent specified in writing by the Agent to the Borrower RepresentativeInstallation, by noon (local timetime at the place of payment) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Any Revolving Lenders according to their respective Dollar Pro Rata Shares or Multi-Currency Pro Rata Shares (based on the Class of the Revolving Advance to which such payment received is to be applied, as designated by the Agent after applicable Borrower pursuant Section 2.16(c)). All such time payments to be made in any currency other than Dollars (other than payments in respect of Swing Loans) shall be deemed to have been received made by the applicable Borrower, without condition or deduction for any counterclaim, defense, recoupment or setoff, in such currency by noon (local time at the place of payment) 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 Lending Installation 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 Multi-Currency Revolving Lenders according to actual collectiontheir respective Multi-Currency Pro Rata Shares. Each payment delivered to the Administrative Agent for the account of any Revolving Lender shall be delivered promptly by the Administrative Agent to such the applicable Lender in the same type of funds that the Administrative Agent received at its such Lender’s 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 [Intentionally Omitted]. (c) If there is more than one Class of Loans outstanding at such time, concurrently with each payment made under this Section 2.16 and each prepayment made under Section 2.17, the election applicable Borrower shall designate to the Administrative Agent the Class of Revolving Advance or Swing Loan to which such payment or prepayment should be applied. (d) Each Foreign Currency Swing Loan shall be repaid by the applicable Borrower and each payment of interest thereon shall be paid by the applicable Borrower in the Appropriate Foreign Currency to the Lending Installation of the Appropriate Foreign Currency Swing Lender. All such payments shall be made by the applicable Borrower by noon (local time at the place of payment), without condition or deduction for any counterclaim, defense, recoupment or setoff, on or before the Maturity Date in such funds as may then be customary for the settlement of international transactions in the Appropriate Foreign Currency for the account of the Lending Installation of the Appropriate Foreign Currency Swing Lender. (e) Each Euro Swing Loan shall be repaid by the applicable Borrower and each payment of interest thereon shall be paid by the applicable Borrower in Euros to the Lending Installation of the Euro Swing Lender. All such payments shall be made by the applicable Borrower by noon (London time), without condition or deduction for any counterclaim, defense, recoupment or setoff, on or before the Maturity Date in such funds as may then be customary for the settlement of international transactions in Euros for the account of the Lending Installation of the Euro Swing Lender. (f) Each U.S. Swing Loan shall be repaid by the applicable Borrower and each payment of interest thereon shall be paid by the applicable Borrower in Dollars to the Administrative Agent at the Administrative Agent’s Lending Installation. All such payments shall be made by the applicable Borrower by noon (New York time), without condition or deduction for any counterclaim, defense, recoupment or setoff, on or before the Maturity Date and shall be applied by the Administrative Agent ratably among the U.S. Swing Lenders in accordance with their respective shares of each U.S. Swing Loan. (g) Notwithstanding the foregoing provisions of this Section 2.16 or any other provision of this Agreement (other than Section 2.29(a)(ii)), on and after the Conversion Date, all payments of principalthe Obligations received pursuant to this Section 2.16 or otherwise by the Administrative Agent shall be applied ratably by the Administrative Agent among the Lenders according to each Lender’s pro rata share (determined as of the time that the applicable payment is received by the Administrative Agent based on the percentage that the aggregate principal amount of the Obligations owed (including by way of funded participations) to such Lender is of the aggregate principal amount of the Obligations (including by way of funded participations) owed to all the Lenders). (h) Notwithstanding the foregoing provisions of this Section 2.16, interestif, reimbursement after the making of any Multi-Currency Revolving Advance in any currency other than Dollars, any Foreign Currency Swing Loan or any Euro Swing Loan, currency control or exchange regulations are imposed in the country which issues the applicable currency with the result that the type of currency in which such Multi-Currency Revolving Advance, such Foreign Currency Swing Loan or such Euro Swing Loan was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment 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 exchange regulations. For purposes of this Section 2.16, the commencement of the third stage of the European Economic and Monetary Union shall not constitute the imposition of currency control or exchange regulations. (i) The obligations of the Lenders hereunder to make Revolving Advances, to fund participations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses Swing Loans pursuant to Section 9.6), 2.24 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 to make payments pursuant to Section 2.1 9.6(c) are several and not joint. Subject to Section 2.29(a)(iv), the failure of any Lender to make any Loan required to be funded by it hereunder, to fund any such participation or a deemed request as provided in this to make any payment under Section 2.17 or may be deducted from the Funding Account or 9.6(c) on any date required hereunder shall not relieve any other deposit account Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent failure of any other Lender to so make its Loan, to purchase its participation or to make an Advance for the purpose of paying each its 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 Documents9.6(c).

Method of Payment. (a) All payments The Buyer shall act as its own paying agent under this Agreement for purposes of distributing the Preliminary Purchase Price and the Preferred Share Amount as contemplated hereby. On the Closing Date the Buyer shall segregate (and, in the case of the Obligations hereunder Company Options, cause the Surviving Corporation to segregate) into a separate account monies in an amount equal to the Preliminary Purchase Price and the Preferred Share Amount and shall hold the same for the holders of the Company Shares and the Company Options under this Agreement. (b) Promptly after the date of this Agreement, and from time to time following the exercise of any Company Options prior to the Effective Time, the Company shall send to each holder of Company Common Shares a letter of transmittal from such holder to the Buyer in substantially the form of Exhibit B attached hereto (the “Letter of Transmittal”) stating: (i) that payment of the Common Share Price or Preferred Share Price, as applicable, payable to such holder shall be mademade against and only upon delivery to the Buyer by such holder of the certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) owned by such Person; (ii) that risk of loss and title to the Certificates and other items required to be delivered by the holder shall pass only upon delivery of such items to the Buyer, without setoffand that all such items the form of which is not attached hereto shall be in customary form, deductionincluding such customary provisions as the Surviving Corporation or the Buyer reasonably may specify in its written instructions for use by the holders of the Company Shares in effecting the surrender to the Buyer of such items. (c) Following the execution and delivery to the Buyer of a Letter of Transmittal by a holder of Company Shares accompanied by the Certificates, or counterclaimat the Closing the Buyer shall pay (or, in if such execution and delivery occurs after the Closing, the Buyer shall pay within three (3) business days) by wire transfer of immediately available funds to the Agent account designated by the holder of Company Shares in its Letter of Transmittal the Common Share Price or Preferred Share Price, as applicable, deliverable in respect thereof, less (i) such holder’s proportionate share of the Net Assets Holdback (based on the sum of the number of Company Common Shares outstanding immediately prior to the Closing plus the number of Company Common Shares issuable upon the exercise of the Company Options outstanding and vested immediately prior to or as of the Closing), which amount shall be delivered at the AgentClosing by the Buyer to the Stockholders’ Representative by wire transfer of immediately available funds to the account designated by the Stockholders’ Representative to hold in accordance with Section 2.5(f) above and (ii) with respect to the holders of Company Shares listed in Schedule 2.6(c) attached hereto, such holder’s address specified pursuant to Article XIII, share of $8,890,051 (or at any other Lending Installation of the Agent specified such different amount as is requested in writing by the Agent Stockholders’ Representative from the Buyer) (the “Stockholder Holdback”), which share of such amount shall be calculated using the percentages set forth next to each such holder’s name in Schedule 2.6(c), and which amount shall be delivered at the Closing by the Buyer to the Borrower Representative, Stockholders’ 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 wire transfer 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 to the account designated by the Stockholders’ Representative. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the amount to which such Person is entitled pursuant to this Section 2. No interest shall be paid or accrued in respect 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 Lendercash payments made hereunder. (bd) If the Common Share Price or Preferred Share Price (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of such amount that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Buyer any transfer or other Taxes payable by reason of the foregoing or establish to the satisfaction of the Buyer that such Taxes have been paid or are not required to be paid. (e) At and after the election Effective Time, each holder of a Certificate representing Company Shares shall cease to have any rights as a stockholder of the AgentCompany, all payments except for the right to surrender its Certificate in exchange for payment of principalthe Common Share Price or Preferred Share Price, interestas applicable. No transfer of Company Shares shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be canceled and exchanged for the Common Share Price or Preferred Share Price, reimbursement obligations in connection with Facility LCsas applicable, 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. At the close of business on the day of the Effective Time the stock ledger of the Company with respect to Company Shares shall be closed. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Buyer shall issue in exchange for such lost, stolen or destroyed Certificate the amount deliverable in respect thereof as determined in accordance with this Section 2, provided that the Person to whom such amount is paid shall, as a condition precedent to the payment thereof, indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be deducted from made against the Funding Account or any other deposit account of Surviving Corporation with respect to 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 Certificate claimed to have been requested pursuant lost, stolen or destroyed. (g) The Buyer shall make no distribution of a Dissenting Stockholder’s Common Share Price unless and until the validity of such claim as a Dissenting Stockholder (subject to Section 2.1 5.10 below) has been determined and (ii) the Agent to charge fair value of a Dissenting Stockholder’s Company Common Shares has been determined for any Dissenting Stockholder in the Funding Account or any other deposit account manner contemplated by Section 262 of the Borrower maintained DGCL. At that time, the Buyer shall pay to the Buyer or the Surviving Corporation from the segregated fund established under Section 2.6(a) above the Common Share Price for the Dissenting Stockholder’s Company Common Shares and, subject to Section 8.2(e) below, the Buyer or the Surviving Corporation shall pay from its own funds the fair value of such Dissenting Stockholder’s Company Common Shares. (h) Any portion of the segregated Preliminary Purchase Price or Preferred Share Amount on deposit with Chase the Buyer that remains undistributed for each one year after the Effective Time shall be delivered to or as directed by Buyer, upon demand, and any holders of Certificates who have not theretofore complied with this Section 2 shall thereafter look only to Buyer (subject to abandoned property, escheat and other similar legal requirements) as a general creditor for payment of principaltheir claim for the same, interest and fees as it becomes due hereunder or any other amount due under with such sums to be paid only upon compliance by such holder of Company Shares with all conditions to payment of the Loan Documentssame specified in this Section 2.

Method of Payment. (a) 2.13.1. All payments of the Obligations hereunder shall will 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 XIIISection 15.1, or at any other Lending Installation banking address of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeUnit, by 12:00 noon (local Tulsa time) on the date when due and shall will (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 will 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 Section 15.1 or at any Lending Installation banking address specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election account of the Agent, all payments Borrowers (other than any Excluded Account) maintained with BOk 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 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall Administrative Agent in this Section 2.13 will also be deemed to have been requested refer, and will 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 2.1 2.19. 2.13.2. When Administrative Agent collects or receives proceeds of Collateral, Administrative Agent will distribute all money so collected or received, and Administrative Agent and each Lender will apply all such money so distributed, as follows: (iia) first, for the payment of all Secured Obligations which are then due and if such money is insufficient to pay all such Secured Obligations, first to any reimbursements due Administrative Agent under Section 12.6 and then to charge the Funding Account partial payment of all other Secured Obligations then due in proportion to the amounts thereof, or as Administrative Agent and Lender will otherwise agree; (b) then for the prepayment of the Secured Obligations; (c) last, for the payment or prepayment of any other deposit account indebtedness or obligations secured by the Collateral. All payments applied to principal or interest on any Note will be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.8. All distributions of amounts described in any of subsections (b) or (c) above will be made by Administrative Agent pro rata to each Lender then owed Secured Obligations described in such subsection in proportion to all amounts owed to Administrative Agent and all Lenders which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the Borrower maintained with Chase for each payment purchase of principala participation under Section 2.19.5 or to Administrative Agent under Section 13.7, interest any amounts otherwise distributable under this section to such Lender will be deemed to belong to LC Issuer, or Administrative Agent, respectively, to the extent of such unpaid payments, and fees as it becomes due hereunder or any other amount due under the Loan DocumentsAdministrative Agent will apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

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 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 in Schedule 2.13 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 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 2.13 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 2.23 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (New York 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 Lender 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 2.13, 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 Lender, 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 Lender, 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 2.13, 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 Lender 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 Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent located in the continental United States specified in writing at least three (3) Business Days in advance by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local New York time) on the date when due and shall be applied ratably by the Administrative Agent among the applicable Lenders. Any payment received by As provided elsewhere herein, all ▇▇▇▇▇▇▇’ interests in the Agent after such time Advances and the Loan Documents 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 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 noon (New York time) on such day 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 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. None 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 funds or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account assets of the Borrower maintained that are used to pay any amount due pursuant to this Agreement shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are the Agentsubject of sanctions under any Sanctions Laws and Regulations. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to Obligations that are Excluded Swap Obligations. Notes; Notices. Any Lender may request that Loans made by it be evidenced by a Note, and each Lender is hereby authorized to record the principal amount of each of its Loans and each repayment on the schedule attached to its Note, provided, however, that the failure to so record shall not affect the Borrower’s obligations under such Note. The Borrower hereby irrevocably authorizes (i) the Lenders and the Administrative Agent to make an Advance for extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on written notices made by any Authorized Officer and ▇▇▇▇▇▇▇▇ agrees to deliver promptly to the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under Administrative Agent such written notice. The Administrative Agent will at 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 request of the Borrower, from time to time, but not more often than monthly, provide notice of the amount of the outstanding Aggregate Commitment, the Type of Advance, and the applicable interest rate, if for a SOFR Rate Advance. Upon a ▇▇▇▇▇▇’s furnishing to Borrower maintained with Chase for each payment of principalan affidavit and indemnity in form and substance reasonably acceptable to the Borrower, interest and fees as it becomes due hereunder if a Note is mutilated, destroyed, lost or any other amount due under the Loan Documents.stolen, Borrower

Method of Payment. (a) All payments Principal and interest and other amounts due hereunder or under the Class A Notes or in respect hereof or thereof shall be payable in Dollars in immediately available funds prior to 10:00 A.M., New York City time, on the due date thereof. In furtherance thereof, the Issuer has assigned to the Collateral Agent certain of its right, title and interest in, to and under the Trust Assets. Upon payment of any such amount by the Collateral Agent to the Note Payment Account on the due date thereof, interest shall no longer accrue on or in respect of any Class A Note on the amount so paid, to the extent such amount is payable to the Noteholders in reduction of the Obligations hereunder principal amount of the Class A Notes. (b) As provided in Section 4.3 of the Pooling Agreement, the Collateral Agent shall, subject to the terms and conditions thereof, remit all such amounts so received by it to the Note Payment Account, in Dollars and in immediately available funds, payment to be made in Hartford, Connecticut or New York, New York, as designated by the Indenture Trustee, prior to 2:00 P.M., New York City time, on the due date thereof. In the event the Collateral Agent shall fail to make any such payment after its receipt of funds at the time and place specified in the Pooling Agreement, other than as a result of a failure of the Servicer or the Indenture Trustee to provide any information requested by the Collateral Agent pursuant to Section 1.5 in connection with any such payment, the Collateral Agent, in its individual capacity, shall be madeliable to the holders of the Class A Notes to the extent provided in Section 12.1(d) of the Pooling Agreement. (c) The Indenture Trustee shall, without setoffsubject to the terms and conditions hereof, deductionremit all such amounts so received by it (i) to any Noteholder whose Class A Notes, at any time, exceed $1,000,000 in aggregate principal amount and who has requested the Indenture Trustee in writing not later than 15 days prior to the due date thereof that such amounts be remitted to such account or counterclaimaccounts at such financial institution or institutions as such Noteholders shall designate (each a "Qualifying Noteholder" and, collectively, the "Qualifying Noteholders"), in immediately available funds for distribution to such Qualifying Noteholders, such payment to be made in Dollars to the Agent account designated by each such Qualifying Noteholder at a Bank which is member of the Federal Reserve System, prior to the close of business in New York on the due date thereof and (ii) to any Noteholders other than the Qualifying Noteholders, in Dollars on the due date thereof at the Agent’s address specified pursuant to Article XIII, close of business at the Corporate Trust Office of the Indenture Trustee or at any other Lending Installation office or agency maintained for such purpose pursuant to Section 7.12 hereof; provided, however, that the Indenture Trustee may, at its option, pay such amounts by check mailed to any Noteholder's address as it appears on the Note Register. In the event the Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified in Section 2.4(b) hereof, or in the event the Indenture Trustee shall not receive any funds as so provided as a result of the Agent specified in writing failure of the Indenture Trustee to provide any information requested by the Collateral 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 Section 1.5 in connection with any Lending Installation specified such payment, the Indenture Trustee, in a notice received by its individual capacity and not as trustee, agrees to compensate the Agent from such LenderNoteholders for loss of use of funds. (bd) At Prior to the election due presentment for registration of transfer of any Class A Note, the AgentIssuer, all payments the Issuer Trustee, the Collateral Agent and the Indenture Trustee may deem and treat the Person in whose name any Class A Note is registered on the Note Register as the absolute owner 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 such Class A Note for the purpose of paying each receiving payment of principalall amounts payable with respect to such Class A Note and for all other purposes whether or not such Class A Note shall be overdue, interest and fees as it becomes due hereunder none of the Issuer, the Issuer Trustee, the Indenture Trustee or the Collateral Agent shall be affected by any other amount due notice to the contrary. (e) If any sum payable under the Loan Documents and agrees that all Class A Notes or under this Indenture falls due on a day which is not a Business Day, then such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances sum shall be deemed to have been requested pursuant to Section 2.1 and (ii) payable on the Agent to charge the Funding Account or any other deposit account next succeeding Business Day without additional interest as a result 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 extension.

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 interest 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 5.4(a)(iv), all reimbursement for fees payments shall be applied as follows: first, with respect to any outstanding L/C Borrowing until all L/C Borrowings have been paid in full, second, with respect to the Base Rate Balance outstanding under the Swingline Advances until such portion of the Loan is repaid in full, third, with respect to the Base Rate Balance outstanding under the Revolving Loan until such portion of the Loan is repaid in full and expenses pursuant fourth, with respect to Section 9.6)the IBOR Balance outstanding under the Swingline Advances until such portion of the Loan is paid in full. Subject to the preceding sentence, and other 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 5.6 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 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 RepresentativeBorrower, 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 Borrower 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 Borrower; (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 Borrower or reimbursed by the Lenders; and (iii) to pay all other Obligations then due and payable and otherwise in part against the Obligationsorder designated by Borrower and, on unless otherwise designated by Borrower, all principal payments in respect of Loans shall be applied first, to repay 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 day occurrence and during the continuance of receipta Default, subject the Administrative Agent and the Lenders may apply all payments in respect of any Obligations and all proceeds of Collateral to actual collectionthe 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 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 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 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 (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) 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 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 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 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 . The Borrower authorizes the election of Administrative Agent to charge 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, 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) 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 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 telecopy of the receipt of such payment. (c) 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 (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 '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. (ai) 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 arising hereunder shall be made, without setoff, deduction, recoupment 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 XIIIXIV, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by 12:00 noon (local timeLocal Time) on the date when due and shall (except (i) in the case of Reimbursement Obligations for which the applicable LC Issuer has not been fully indemnified by the Lenders or (ii) with respect to repayments of Swing Line Loans) 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 its at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, such Lender’s address specified pursuant to Article XIII XIV 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 Borrowers at the address of the Administrative Agent’s Eurocurrency Payment Office for such currency. Each reference to the Administrative Agent in this Section 2.13 shall also be deemed to refer, all and shall apply equally, to the applicable LC Issuer, in the case of payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses required to be made by the applicable Borrower to such LC Issuer pursuant to Section 9.6), and other sums payable under 2.21.6. The Administrative Agent is hereby authorized to 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 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 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 and fees in respect of Credit Extensions denominated in Dollars as it becomes due hereunder hereunder. (ii) Notwithstanding the foregoing provisions of this Section 2.13, 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 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 any Borrower hereunder in such currency shall instead be made when due in Dollars in an amount due under equal to the Loan DocumentsDollar 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 exchange 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 '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 Bank One 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) 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 Tranche B Term Percentages or 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 Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Tranche B Term Lenders. Unless the Agent shall have been instructed otherwise in writing by the Borrower in the case of a prepayment pursuant to Section 2.6.1, the amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of Tranche B Term Loans pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed, except as provided in Section 2.11 (e). (c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments of the Secured 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 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 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 the Funding Office 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 for each payment of principal, interest and bank fees as it becomes they become due hereunder; all other fees due hereunder shall be paid by Borrower upon the receipt of an invoice at Borrower’s address. (e) At any time and to the extent that, as a result of a reduction in the Aggregate Revolving Loan Commitment or otherwise, the Parent, the Borrower and their Subsidiaries are permitted to incur additional secured indebtedness under Section 4.9(b)(1) and Section 4.12 and clause (7) of the definition of Permitted Liens in Section 1.01 of the 67/8% Senior Notes Indenture, the Term Loans shall, automatically and without further act of any other party, be deemed prepaid and reborrowed by the Borrower in an amount due under equal to the Loan Documentsamount of additional secured indebtedness so permitted, provided, however, that the provisions of Sections 2.5, 2.6, 2.7, 2.8, 3.4 and 4.2 shall not apply to any such prepayment and reborrowing, and provided further that any Eurodollar Interest Period in effect immediately prior thereto shall remain in effect after such prepayment and reborrowing.

Method of Payment. (a) All payments sums payable by the Trustee to the Principal Paying Agent under this agreement shall, unless otherwise provided by and subject to the relevant Currency Swap, be paid by the Currency Swap Provider on behalf of the Obligations hereunder Trustee in US$ (in the case of the Class A-1 Notes or Class A-1 Noteholders) or Euros (in the case of the Class A-2 Notes or Class A-2 Noteholders) to such bank accounts as the Principal Paying Agent may from time to time notify to the Trustee and the Note Trustee. Those sums shall be madeheld in an account for payment to the Offshore Noteholders or Couponholders, without setoffas the case may be, deductionand: (i) failing that payment within the designated periods of prescription specified in the relevant Condition 8; or (ii) upon the bankruptcy, insolvency, winding up or counterclaimliquidation of the Principal Paying Agent or on default being made by the Principal Paying Agent in the payment of any amounts in respect of principal or interest in accordance with this agreement, for repayment to the Trustee (subject to clause 4). On repayment in accordance with clause 4 to the Trustee, all liabilities of the Principal Paying Agent with respect to those Allens Arthur Robinson + Agency Agreement -------------------------------------------------------------------------------- moneys shall cease. The Principal Paying Agent shall, promptly after each Payment Date, confirm to the Trustee, in immediately available funds accordance with clause 22, that the Principal Paying Agent has paid the relevant amount to the Common Depository. The Principal Paying Agent at the Agent’s address specified pursuant to Article XIII, or at will countersign and promptly return any other Lending Installation of the Agent specified in writing such confirmation requested 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 LenderTrustee. (b) At Subject to the election terms of this agreement, the Agent, all payments of principal, interest, reimbursement obligations Principal Paying Agent shall be entitled to deal with moneys paid to it under this agreement in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant the same manner as other moneys paid 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 it as a request banker 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 Agentits customers. The Borrower hereby irrevocably authorizes Principal Paying Agent shall be entitled to retain for its own account any interest earned on the sums from time to time credited to the account referred to in paragraph (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 Advancesa) and that all it need not segregate 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 sums from other deposit account of the Borrower maintained with Chase for each payment of principalamounts held by it, interest and fees except as it becomes due hereunder or any other amount due under the Loan Documentsrequired by law.

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 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 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 '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 (i) with respect to repayments of Swing Line Loans and Competitive Bid Advances, (ii) 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 and (iii) the effects on allocation of payments of there being a Defaulting Lender) 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. . If a payment of principal received by Agent by noon (blocal time) At on a Business Day is not paid to the election Lenders by close of business on the Agentsame day, 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 Agent shall pay interest on such principal amount at the Federal Funds Effective Rate. 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 initiate 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 charge against an 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 interest, Reimbursement Obligations and fees (including LC Fees) as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAgent in this Section 2.10 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.

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 MUFG 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. (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. (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 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 other amounts 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 under this Agreement and the other Loan Documents shall be made 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 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, not later than 11:00 a.m. (Dallas, Texas time) on the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes date on which such payment shall become due (i) the Agent each such payment made after such time on such due date 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 made on the next succeeding Business Day). The Borrower shall, at the time of making each such payment, specify to the Agent the sums payable by the Borrower under this Agreement and the other Loan Documents 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 Agent may apply such payment to the Obligations in such order and manner as the Agent may elect, subject to Section 2.1 3.2); 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 (ii) 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 8.13 and all other funds of the Borrower or any Guarantor in the possession of the Agent or any Lender, may be applied by the Agent to charge the Funding Account Obligations in such order and manner as the Agent may elect, subject to Section 3.2; 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 Agent under this Agreement or any other deposit Loan Document for the account of a Lender shall be paid promptly to such Lender, in immediately available funds, for the Borrower maintained with Chase for each account of such Lender's Applicable Lending Office. Whenever any payment of principal, interest and fees as it becomes due hereunder under this Agreement or any other amount Loan Document shall be stated to be due under on a day that is not a Business Day, such payment may be made on the Loan Documentsnext 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.

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. (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.

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 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 Chicago time) on the date when due and (except in the case of payments in respect of Swing Line Loans which shall be applied paid to the Swing Line Bank and payments in respect of Competitive Loans which shall be paid to the Lenders holding such Competitive Loans) shall, upon receipt by the Administrative Agent be paid ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed Lenders with respect 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 collectiontheir Loans. 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 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 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 JPMorgan Chase Bank for each payment of principal, interest and fees as it becomes due hereunder hereunder. The Administrative Agent shall endeavor in good faith to provide telephonic notice to Borrower prior to any such charge, but the Administrative Agent shall not be liable to Borrower or any other Person if Administrative 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 Administrative Agent or that Lender, as the case may be, when due hereunder or under any Loan 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 due under so due, subject to the Loan Documentsprovisions of Article XI.

Method of Payment. (a) All payments of the Obligations 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 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 If the Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable hereunder to the Agent or any Lender, then the sum payable hereunder shall be increased so that, after making all required deductions, the Agent or such Lender receives an amount equal to the sum it would have received had no such deduction been made, and the Borrower shall indemnify the Agent and such Lender for taxes, assessments and governmental charges imposed by any jurisdiction on account of amounts paid or payable pursuant to this sentence. Within 30 days after the date of any payment received of any such amount withheld 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 Borrower in respect of any Collateral payment to the Agent or any Lender, the Borrower shall be applied in whole furnish to the Agent or in part against such Lender the Obligations, on the day original or certified copy of receipt, subject to actual collectiona receipt evidencing payment thereof. 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 which is designated by the Borrower maintained with Chase First Chicago for each payment of principal, interest and fees as it becomes due hereunder hereunder; provided, that after a Default has occurred and is continuing or after the occurrence of a Change in Control, the Agent may so charge any other amount due under account of the Loan DocumentsBorrower without such designation. So long as (a) no Default shall have occurred and be continuing or (b) no Change in Control has occurred, the Borrower may designate how each payment is to be applied.

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 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 Bank One 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. (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 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, 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 . 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 for fees Company and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from Domestic Subsidiary Borrowers authorizes 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 accounts of the such Borrower maintained with Chase Bank One 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, each Foreign Subsidiary Borrower authorizes the Administrative Agent to charge any account of such Foreign Subsidiary Borrower maintained with Bank One 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 any Foreign Subsidiary Borrower shall be charged for any amount owing in respect of Obligations incurred solely by or on behalf of the Company or any Domestic Subsidiary Borrower unless such Foreign Subsidiary Borrower shall be jointly and severally liable for the Obligations of all Borrowers 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 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 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 The principal amount of, interest on, and other amount due under each Loan Certificate or hereunder will be payable in Dollars by wire transfer of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds not later than 11:00 a.m., New York time, on the due date of payment to Paying Agent for distribution in the manner provided herein (any payment received after such time being deemed received on the next following Business Day). Subject to receipt of the funds by Paying Agent as outlined above, Paying Agent will pay or cause to be paid all amounts to be paid by Borrower hereunder and under any Loan Certificate to the Agent at the Agent’s address specified holder thereof (including all amounts distributed pursuant to Article XIIISection 2.4 of this Security Agreement) by transferring, or at any other Lending Installation of the Agent specified in writing by the Agent causing to the Borrower Representativebe transferred, by noon (local wire transfer of immediately available funds in Dollars to an account nominated by such holder not later than 4:00 p.m., New York time) , on the date when due and shall be applied ratably by the Agent among the Lendersof receipt of such funds. Any If any such payment is received by such holder after the Agent after time specified in the preceding sentence, then such time payment shall be deemed to have been be received on the next following Business Day Day, and subject to the next sentence, Borrower shall be entitled to any applicable interest or fee shall continue to accrue. Solely for purposes of determining earned on the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of such payment and proceeds shall compensate such holder for loss of use of funds at the Applicable Rate. If Paying Agent fails to initiate the transfer by federal wire transfer of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each such 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 the foregoing sentence after its receipt of funds at the place and before the time specified above by reason of its failure to use ordinary care, Paying Agent shall compensate such holders for loss of use of funds at the Applicable Rate until such payment is made, and Paying Agent shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or may surrender of any Loan Certificate, except that, in the case of the final payment in respect of any Loan Certificate, such Loan Certificate shall be deducted from the Funding Account or surrendered to Paying Agent for cancellation promptly after such payment. Notwithstanding any other deposit account provision of this Security Agreement to the contrary, Paying Agent shall not be required to make, or cause to be made, wire transfers as aforesaid before the first Business Day on which it is practicable for Paying Agent to do so in view of the Borrower maintained with time of day when the Agentfunds to be so transferred were received by it if such funds were received after 11:00 a.m., New York time, at the place of payment. The Borrower hereby irrevocably authorizes (i) Before the due presentment for registration of transfer of any Loan Certificate, Borrower, Paying Agent to make an Advance and Security Agent shall deem and treat the Person in whose name any Loan Certificate is registered on the Certificate Register as the absolute owner and holder of such Loan Certificate for the purpose of paying each receiving payment of principalall amounts payable with respect to such Loan Certificate and for all other purposes, 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 Loansneither Borrower, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Paying Agent nor Security Agent shall be deemed affected by any notice to have been requested the contrary. So long as any signatory to the Credit Agreement or nominee thereof shall be a registered Lender, all payments to it shall be made to the account of such Lender specified in Schedule 1 of the Credit Agreement, and otherwise in the manner provided in or pursuant to the Credit Agreement, unless and until it specifies some other account or manner of payment by notice to Paying Agent consistent with this 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 Documents2.5.

Method of Payment. (a) All payments Each Advance and each reimbursement obligation with respect to a drawing under a Letter of the Obligations hereunder Credit shall be madepaid, repaid or prepaid in the currency in which such Advance or the related drawing was made in the amount borrowed or paid and interest payable thereon shall be paid in such currency. Subject to the last sentence of Section 2.07(a), (i) all amounts of principal, interest, fees and other Obligations payable by the Borrowers in Dollars under the Loan Documents shall be made in Dollars by 12:00 noon (Dallas, Texas time) on the date when due in funds immediately available, without condition or deduction for any counterclaim, defense, recoupment or setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII14, or at any such other Lending Installation of the Administrative Agent as may be specified in writing by the Administrative Agent to the Borrower RepresentativeBorrowers, and (ii) all amounts of principal, interest and other Obligations payable by the Borrowers in any currency other than Dollars under the Loan Documents shall be made in such currency by 12:00 noon (local time) on the date when 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. Prior to the existence of a Default, ll amounts due hereunder and all payments of reimbursement obligations arising from drawings under Letters of Credit shall be made ratably among the applicable Lenders in the case of payments of principal or interest in respect of Competitive Bid Advances and ratably among all of the Lenders in the case of all other payments (other than reimbursement obligations under Letters of Credit paid to and fronting fees retained by the Issuing Lender for its own account and the administrative and auction fees retained by the Administrative Agent for its own account). Except as provided in Section 9.01(b), uring the existence of any Default, all payments of principal due hereunder and all payments of reimbursement obligations arising from drawings under Letters of Credit 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 all outstanding Advances 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 collectionParticipation Interests. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly promptly, but in any event not later than the close of business on the date received by the Administrative Agent if received by the Administrative Agent by 12:00 noon (local time), by the Administrative Agent to such Lender in the same type and currency of funds that which the Administrative Agent received at its such Lender's address specified pursuant to Article XIII 14 or at any Lending Installation specified by such Lender in a written notice received by the Administrative Agent. If the Administrative Agent from shall fail to pay any Lender the amount due 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 Lender pursuant to this Section 9.6when due, the Administrative Agent shall be obligated to pay to such Lender interest on the amount that should have been paid hereunder for each day from the date such amount shall have become due until the date such amount is paid at the Federal Funds Effective Rate for such day. Notwithstanding the foregoing provisions of this Section 2.07(f), if, after the making of any Advance or issuance of any Letter of Credit 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 currency (the "New Currency") are introduced and other sums payable under the Loan Documents, may be paid from type of currency in which the proceeds Advance was made or such Letter of Advances made hereunder whether made following a request by Credit was issued (the "Original Currency") no longer exists or the applicable Borrower Representative pursuant is not able to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from make payment to the Funding Account or any other deposit Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder or under any other Loan Document in such currency shall be made in such amount and such type of the New Currency as shall be equivalent (based upon market value) to the amount of such payment otherwise due hereunder or under such Loan Document 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 2.07(f), if, after the making of any Advance or issuance of any Letter of Credit 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 or such Letter of Credit was issued (or in any New Currency as set forth above) because of the imposition of any such currency control or exchange regulation, then such Advance or reimbursement obligations 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 or such reimbursement obligations. The Administrative Agent is hereby authorized, for the benefit of the Lenders, to charge the account of each Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose Bank 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 America for each payment of principal, interest and fees due from such Borrower as it becomes due hereunder. In the event any amount paid to any Lender hereunder is rescinded or any other must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount due under so paid to such Lender, with interest for the Loan Documentsperiod commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Effective Rate, and thereafter, the Alternate Base Rate plus two percent (2%) per annum.

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. (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 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. (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 relevant Funding Agent at (except as set forth in the next sentence) such Funding Agent’s 's address specified pursuant to Article XIII13, or at any other Lending Installation of the such Funding Agent specified in writing by the such Funding Agent to all of the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the relevant Funding Agent among the Lenders. Any payment received All payments to be made by the Agent after such time any Borrower hereunder 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 relevant Funding Agent, at its 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 such Funding Agent among the Obligations, on the day of receipt, subject to actual collectionapplicable Lenders. Each payment delivered to the relevant Funding Agent for the account of any Lender shall be delivered promptly by the such Funding Agent to such Lender in the same type of funds that such Funding Agent received, in the Agent funds 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 Borrower at the election address of the such Funding Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Payment Office for fees and expenses pursuant such currency. Such Funding 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 such Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the such Funding 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 its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. Notwithstanding the foregoing provisions of this Section, if, after the making of any 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 a Borrower is not able to make payment to the relevant Funding 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 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) 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 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 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 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 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 and fees the Obligations as it becomes due hereunder or hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally to the LC Issuers in the case of payments required to be made by any other amount due under Borrower to the Loan DocumentsLC Issuers pursuant to Section 2.24.6.

Method of Payment. (a) All payments of the Obligations hereunder shall be mademade on the date when due, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’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, not later than 2:00 p.m. (Chicago time) or, if the Borrower Representativehas given to the Administrative Agent not later than 1:00 p.m. (Chicago time) irrevocable written notice that such payment is being made on such day, by noon then such payment shall be made to the Administrative Agent not later than 3:30 p.m. (local Chicago time) on such day. The Administrative Agent will promptly distribute to the date when due and shall be applied ratably by Swing Line Lender, the Agent among 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) 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. (ai) 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 relevant Funding Agent at (except as set forth in the next sentence) such Funding Agent’s 's address specified pursuant to Article XIII13, or at any other Lending Installation of the such Funding Agent specified in writing by the such Funding Agent to all of the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the relevant Funding Agent among the Lenders. Any payment received All payments to be made by the Agent after such time any Borrower hereunder 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 relevant Funding Agent, at its 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 such Funding Agent among the Obligations, on the day of receipt, subject to actual collectionapplicable Lenders. Each payment delivered to the relevant Funding Agent for the account of any Lender shall be delivered promptly by the such Funding Agent to such Lender in the same type of funds that such Funding Agent received, in the Agent funds 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 Borrower at the election address of the such Funding Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Payment Office for fees and expenses pursuant such currency. Such Funding 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 such Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the such Funding 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 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 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 a Borrower is not able to make payment to the relevant Funding 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 such Borrower take all risks of the imposition of any such currency control or any other amount due under exchange regulations. For purposes of this Section 2.11(ii), the Loan Documentscommencement of the third stage of European Economic and Monetary Union and the occurrence of the Euro Implementation Date shall not constitute the imposition of currency control or exchange regulations.

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) 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. 5.1 All amounts to be paid by the Client to 3Two Projects Pty Ltd under or in connection with this Agreement must be paid in cash or by way of electronic funds transfer into the account nominated by 3Two Projects Pty Ltd as specified on a Proposal. 5.2 Payments by credit, direct debit or using certain merchants, may incur a surcharge or transaction fee as determined by 3Two Projects Pty Ltd acting reasonably. 5.3 All amounts payable under or in connection with this Agreement must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this Agreement. 5.4 If the Client defaults in payment by the due date of any amount payable to 3Two Projects Pty Ltd, 3Two Projects Pty Ltd may, without prejudice to any other accrued or contingent rights: (a) All payments cease or suspend supply of the Obligations hereunder shall be made, without setoff, deduction, any Goods or counterclaim, in immediately available funds Services 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.Client; (b) At charge interest on any sum due at the election prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4%, calculated daily and compounded monthly, for the period from the due date until the date of payment in full; (c) charge the Client for, and the Client shall indemnify 3Two Projects Pty Ltd from, all costs and expenses (including without limitation all legal costs and expenses on a full indemnity basis) incurred by 3Two Projects Pty Ltd resulting from the default or in taking action to enforce compliance with this Agreement.; and (d) demand immediate payment of all amounts owing by the Client to be paid by the Client. 5.5 The Client and the Guarantor acknowledge and agree that they are jointly and severally liable for the obligations of the Agent, all payments of principal, interest, reimbursement obligations Client under or in connection with Facility LCsthis Agreement. 5.6 For the avoidance of doubt, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under if the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Client defaults in payment by the Borrower Representative pursuant due date of any amount payable to Section 2.1 or a deemed request as provided 3Two Projects Pty Ltd, 3Two Projects Pty Ltd may pursue the Client and/or the Guarantor for payment and the Guarantor agrees to remedy the default in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained accordance 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 Documentsclause 5.4.

Method of Payment. (a) Each Advance shall be repaid, each payment of interest thereon shall be paid, and each reimbursement of any amounts payable upon a drawing under any Facility LC shall be made in the currency in which such Advance or payment 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 Administrative Agent at (except as set out 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 RepresentativeBorrowers, by noon (local time) on the date when due and shall (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 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, (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 (bii) 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 Administrative Agent, all payments ’s Eurocurrency Payment Office for such currency. The Administrative Agent is hereby authorized to charge any account of any Borrower maintained with Administrative Agent or any of its Affiliates for each payment of principal, interest, reimbursement obligations in connection with Facility LCsReimbursement Obligations, 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 hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Administrative 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 Issuers, in the case of payments required to be made by any Borrower to any 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 Documents2.26.

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 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 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-Non- Ratable Loans, Swingline LoansLoans , 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.