Common use of Method of Payment Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at 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 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 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 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 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 12:00 noon (local time) on at the date when due and shall be applied ratably by the Agent among the Lendersplace of payment), 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 [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder hereunder. Each reference to the Administrative Agent in this Section 2.10 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 this Agreement. (b) Notwithstanding the foregoing provisions of this Section 2.10, 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 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 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 2.10, 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. 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 ▇▇▇▇▇▇’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. (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 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) 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 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 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 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 Principal and interest and other amounts due hereunder or under the Notes or in respect hereof or ----------------- thereof shall be payable in Dollars in immediately available funds prior to 11:00 a.m., New York, New York time, on the due date thereof, to the Administrative Agent at the Payment Office and the Administrative Agent shall, subject to the terms and conditions hereof and of the Obligations hereunder shall be madeMortgage, without setoff, deduction, remit all such amounts so received by it to the Lender at the account set forth in Schedule I hereto as to such account or counterclaimaccounts at such financial institution or institutions as the Lender may designate to the Administrative Agent in writing from time to time, in immediately available funds for distribution to the Agent at Lenders, such payment to be made, in 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 case of any Collateral shall be applied such designated account in whole or in part against the ObligationsNew York, New York, prior to 1:00 p.m., New York time, on the day due date thereof. In the event the Borrower shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of receipt, subject to actual collection. Each payment delivered funds at the place and prior to the time specified above, the Administrative Agent agrees to compensate the Lender for the account loss of any Lender shall be delivered promptly by the Agent to such Lender in the same type use 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 commercially reasonable manner. All 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 and the Administrative Agent shall be deducted from the Funding Account or any other deposit made free and clear of and without reduction on account of the all wire and other like charges. All amounts paid hereunder by Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes shall be paid free of any taxes, levies, imposts, charges, duties or withholding of any kind, except for (i) taxes related to the income of the Lender, the Administrative Agent or the Collateral Agent and (ii) taxes incurred as a result of the gross negligence or willful misconduct of the Lender, the Administrative Agent or the Collateral Agent. Prior to make an Advance the due presentment for registration of transfer of any Note, the Borrower and the Administrative Agent may deem and treat the Person in whose name any Note is registered on the Note Register as the absolute owner of such Note for the purpose of paying each receiving payment of principal, interest all amounts payable with respect to such Note and fees as it becomes due hereunder for all other purposes whether or any other amount due under the Loan Documents and agrees that all not such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Note shall be deemed to have been requested pursuant to Section 2.1 overdue, and (ii) the Agent to charge the Funding Account or any other deposit account of neither the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or nor the Administrative Agent shall be affected by any other amount due under notice to the Loan Documentscontrary.

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

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

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

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

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

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

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

Method of Payment. (a) All payments of the Obligations hereunder Basic Rent shall be madepaid to the Agent, without setoff----------------- and Supplemental Rent payable to the Agent, deduction, any Funding Party or counterclaim, in immediately available funds any Indemnitee (including amounts due under Article XIV hereof) shall be paid to the Agent at the Agent’s address specified pursuant (or ----------- to Article XIIIsuch Funding Party or Indemnitee as may be entitled thereto) or, or at any other Lending Installation of in each case, to such Person as the Agent specified (or such Funding Party or Indemnitee) shall specify in writing to the related Lessee, and at such place as the Agent (or such Funding Party or Indemnitee) shall specify in writing to the related Lessee, which specifications by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably given by the Agent among at least five (5) Business Days prior to the Lendersdue date therefor. Any Each payment received of Basic Rent (including payments under Article XIV hereof) shall be made by the Lessees ----------- prior to 12:00 p.m. (noon) Roanoke, Virginia time at the place of payment in funds consisting of lawful currency of the United States of America which shall be immediately available on the scheduled date when such payment shall be due, unless such scheduled date shall not be a Business Day, in which case such payment shall be made on the next succeeding Business Day, unless paying on the next succeeding Business Day puts payment into a different LIBOR period, in which case payment will be credited to or made on the next preceding Business Day to avoid LIBOR breakage costs. The foregoing practice of crediting payments to avoid LIBOR breakage costs shall apply to any payments due Agent after such time or any Funding Parties under the Operative Documents, whether or not specifically stated. Anything contained in the Operative Documents to the contrary notwithstanding, any and all payment obligations of Lessees and Guarantors shall be deemed satisfied by payment 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 notwithstanding participation and claims 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 DocumentsParties.

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 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 United States dollars to the Loan Documents, may be paid from Administrative Agent for 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 Banks at (A) the Domestic Funding Office, with respect to each Domestic Loan, (B) the AgentEurodollar Funding Office, with respect to each Eurodollar Loan or (C) at such other location as may be agreed upon by the Administrative Agent and the Company, the Affiliate or the Special Purpose Borrower, as applicable, 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 be agreed upon by the Administrative Agent and the Company, an Affiliate or the Special Purpose Borrower, as applicable. 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 Eurodollar Loan 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 due hereunder extended or any other amount due under advanced as the Loan Documentscase may be.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, 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. (a) 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 XIIIARTICLE XIV 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 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 ARTICLE XIV or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Borrower authorizes the election of 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 First Chicago for each payment of principal, interest and fees 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. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or the Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder or any other amount due under the Loan DocumentsNotes 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 hereunder or under the Notes in the Original Currency, 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. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

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

Method of Payment. (a) All payments The Buyer shall act as its own paying agent under this Agreement for purposes of distributing the Preliminary Purchase Price, the Junior Preferred Share Amount and the Senior 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 (less the amount of the Net Working Capital Holdback and the Shareholder Holdback), the Junior Preferred Share Amount and the Senior 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 or Warrants prior to the Effective Time, the Company shall send to each holder of Company Common Shares and to each holder of Company Preferred Shares a letter of transmittal from such holder to the Buyer in substantially the forms of Exhibit B and Exhibit C attached hereto (as applicable, the "Letter of Transmittal") stating: (i) that payment of the Common Share Price (less such holder's proportionate share of the Net Working Capital Holdback), Junior Preferred Share Price or Senior 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; and (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 at account designated by the Agent’s address specified pursuant to Article XIIIholder of Company Shares in its Letter of Transmittal, the Common Share Price, Junior Preferred Share Price or at any other Lending Installation Senior Preferred Share Price, as applicable, deliverable in respect thereof, less, in the case of holders of Company Common Shares only, (i) such holder's proportionate share of the Agent specified Net Working Capital Holdback (based in writing by each case on the Agent sum of the number of Company Common Shares outstanding immediately prior to the Borrower RepresentativeClosing plus the number of Company Common Shares issuable upon the exercise of the Company Options and the Warrants outstanding immediately prior to the Closing) as provided in Section 2.5(f), by noon and (local timeii) on the date when due for those holders of Company Common Shares that have not executed 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 Shareholders' Representative the Contribution Agreement and are listed on Schedule 2.6, an additional amount equal to the Shareholder Holdback Price Per Share. The Shareholders' Representative will provide to Buyer an update to Schedule 2.6 immediately prior to the Closing. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the account 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 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, Junior Preferred Share Price or Senior 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 therefore 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 shareholder of the AgentCompany, all payments except for the right to surrender its Certificate in exchange for payment of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses the Common Share Price (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6less such holder's proportionate share of the Net Working Capital Holdback), Junior Preferred Share Price or Senior Preferred Share Price, as 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 other sums payable under exchanged for the Loan DocumentsCommon Share Price (less such holder's proportionate share of the Net Working Capital Holdback), may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 Junior Preferred Share Price or a deemed request Senior Preferred Share Price, as applicable, 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 made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (g) The Buyer shall make no distribution of a Dissenting Shareholder's Common Share Price unless and until the validity of such claim as a Dissenting Shareholder (subject to Section 5.8 below) has been determined and the fair value of a Dissenting Shareholder's Company Common Shares has been determined for any Dissenting Shareholder in the manner contemplated by Section 1300 of the CGCL. At that time, the Buyer shall pay to the Buyer or the Surviving Corporation from the Funding Account segregated fund established under Section 2.6(a) above the Common Share Price for the Dissenting Shareholder's Company Common Shares, and the Buyer or any other deposit account the Surviving Corporation shall pay from its own funds the fair value of such Dissenting Shareholder's Company Common Shares. (h) Any portion of the Borrower maintained segregated Preliminary Purchase Price, Junior Preferred Share Amount or Senior Preferred Share Amount on deposit with the Agent. The Borrower hereby irrevocably authorizes Buyer that remains undistributed for one (1) 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 their claim for the same, with such sums to be paid only upon compliance by such holder of Company Shares with all conditions to payment of the same specified in this Section 2. (i) Each of Buyer and the Agent Surviving Corporation shall be entitled to make an Advance for deduct and withhold from the purpose of paying each payment of principal, interest and fees consideration otherwise payable pursuant to this Agreement to any Person hereunder such amounts as it becomes due hereunder is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any other amount due under provision of state, local or foreign tax law. To the Loan Documents and agrees extent that all amounts are so withheld by the Surviving Corporation or the Buyer, as the case may be, such withheld amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed treated for all purposes of this Agreement as having been paid to have been requested pursuant the Person entitled hereunder to Section 2.1 receive the amounts in respect of which such deduction and (ii) withholding was made by the Agent to charge Surviving Corporation or the Funding Account or any other deposit account of Buyer, as 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 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 Chicago 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 ABN 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 of Except as otherwise expressly provided herein, DWR agrees, and with respect to PG&E it is ordered that any payment from either Party to the Obligations hereunder other Party under this Agreement Servicing Order shall be mademade by ACH or, without setoffif ACH is unavailable, deduction, or counterclaim, in then by wire transfer of immediately available funds to the Agent at bank account designated by the Agentreceiving Party or, if mutually agreed, paid by means of a check or warrant sent to the recipient’s address specified pursuant indicated in accordance with Section 14.14 hereof. Where the Parties have made arrangements for a bank or other third party to Article XIIIremit funds from one Party to the other Party, or at any other Lending Installation DWR agrees, and with respect to PG&E it is ordered that proper identification of the Agent specified bank or third party, including the account number, shall be furnished in writing by the Agent to the Borrower Representativewriting. DWR agrees, by noon (local time) on the date when due and PG&E it is ordered that Tthe remitting Party shall reasonably cooperate in correcting any bank or other third-party errors and shall not be applied ratably by the Agent among the Lenders. Any relieved of its payment received by the Agent after responsibilities because of 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 Lendererrors. (b) At the election of the AgentExcept as expressly provided otherwise herein or under any Applicable Law, Utility shall be required to pay all payments of principal, interest, reimbursement obligations expenses incurred by it in connection with Facility LCsits activities under this Agreement Servicing Order (including any fees to and disbursements by accountants, counsel, or any other person, any taxes, fees, premiumssurcharges or levies imposed on Utility, reimbursable and any expenses (including, without limitation, all reimbursement for fees and expenses incurred in connection with reports to be provided hereunder) out of the compensation paid to it pursuant to this Section 9.67, and Utility shall not be entitled to any extra payment or reimbursement therefor. Notwithstanding anything to the contrary above, if and to the extent any additional taxes (excluding taxes on Utility’s income), fees or charges are imposed on Utility due solely to Utility’s performance of Services hereunder with respect to DWR Charges (such as franchise fees or taxes on DWR Power, the State of California electric energy surcharge, local utility user taxes, or Commission fees), to the extent these taxes, fees, or charges are not already included in Utility’s rates and other sums payable under the Loan DocumentsUtility has not been reimbursed therefor and is not authorized to seek reimbursement from Customers therefor, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant DWR agreesshall to reimburse Utility therefor as “Additional Charges” in accordance with 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.7.2.‌‌‌‌‌

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 12:00 noon (local time) on at the date when due and shall be applied ratably by the Agent among the Lendersplace of payment), 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 hereunder. Each reference to the Administrative Agent in this Section 2.10 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 this Agreement. (b) Notwithstanding the foregoing provisions of this Section 2.10, 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 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 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 2.10, 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 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 '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 Borrower authorizes the election of 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 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 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, the 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. (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 first Business Day after the receipt of any such payment (the date of such distribution is referred to herein as the "Interest Reconciliation Date") (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 ratably in accordance with the amounts of such respective Obligations then payable to such Lenders (with respect to each Lender, such Lender's Ratable Share 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 payable hereunder 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 AdvancesNotes is referred to herein as the "Interest Due Lenders") and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 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 the Agent (pursuant to charge Section 2.11 hereof) for the Funding 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. If Agent fails to remit to any Lender its portion of the Interest Due Lenders or any amount of principal, commitment fees or any other deposit account Obligation as required above, 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 the Agent's receipt of any such payment, at the Federal Funds Rate from time to time in effect, and (y) thereafter the Applicable LIBOR Rate. Upon its acceptance of an Assignment and Acceptance and recording of the Borrower maintained with Chase for each payment information contained therein in the Register pursuant to Section 9.3 from and after the effective date of principalsuch Assignment and Acceptance, interest the Agent shall make all payments hereunder and fees as it becomes due hereunder or any other amount due under the Loan DocumentsNotes 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 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 interest thereon, (x) for the first three days after such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate from time to time in effect, and (y) thereafter until the date such Lender repays such amount to the Agent, at the Applicable 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 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)(ii), 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 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 Documentsinterest.

Method of Payment. (a) All payments of the Obligations hereunder shall be mademade without condition or deduction for any counterclaim, without defense, recoupment or setoff, deduction, or counterclaim, in immediately available funds by wire transfer to Agent’s account designated in writing from time to time by notice to Borrower or, in the absence of such notice, to Agent at the Agent’s its address specified pursuant to Article XIIIherein, 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 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 collectionexcept as otherwise provided herein. 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 herein or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . All moneys actually received by Agent in readily available funds for the election account of any Lender or Lenders prior to noon on any Business Day which are not remitted to such Lender or Lenders on 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)same Business Day, and other sums all such moneys actually received by Agent in readily available funds after noon on any Business Day which are not remitted to such Lender or Lenders on the following Business Day, shall bear interest at the Federal Funds Effective Rate, payable under the Loan Documentsby Agent upon written demand, may be paid from the proceeds Business Day of Advances made hereunder whether made such actual receipt prior to noon, or the Business Day following a request by the Borrower Representative pursuant Business Day of such actual receipt after noon, as the case may be, until the Business Day on which such funds are remitted to Section 2.1 the Lender or a deemed request Lenders entitled to receive the same. If Agent shall not have received payment as provided in this Section 2.17 or may be deducted from the Funding Account or above, Agent is hereby authorized to charge any other deposit account accounts of the 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 as it becomes due hereunder or hereunder; provided, however, that Agent shall first exhaust any funds on deposit in Bank of America’s Account No. 1420804858 with Bank of America before having recourse to any other amount due under the Loan Documentssuch accounts.

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 Louisville 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 telex or 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. The Company will pay interest (a) All payments except as provided pursuant to Article Seven of the Obligations hereunder Indenture with respect to defaulted interest and interest) on the principal amount of the Notes as provided above on each June 1 and December 1 to the Persons who are Holders (as reflected in the Debt Security register at the close of business on the May 15 and November 15 next preceding the applicable Interest Payment Date), even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date. On and after the redemption or repurchase of any of the Notes by the Company, interest, if any, shall be made, without setoff, deductioncease to accrue on the Notes, or counterclaimportion thereof, subject to redemption or repurchase. With respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to the paying agent with respect to the Notes (a “Paying Agent”) on or after June 1, 2013. Principal of and premium, if any, and interest on the Notes initially will be payable, subject with respect to Global Notes in compliance with The Depository Trust Company’s (“DTC”) customary procedures, by wire transfer of immediately available funds to the Agent accounts specified by the registered Holder of the Notes or, if no account is specified, by mailing a check to each such Holder’s registered address. The Notes will be exchangeable and transfers of the Notes will be registrable, subject to the limitations provided in the Indenture (as defined below), at the Agent’s address specified pursuant to Article XIIIprincipal corporate trust office of the Trustee (as defined below) in New York, New York. If any Interest Payment Date, stated maturity date or earlier redemption date falls on a Saturday, a Sunday, or at any other Lending Installation a day on which banking institutions are authorized by law to close, then the required payment of principal of and premium, if any, and interest may be made on the Agent specified in writing next succeeding day not a Saturday, a Sunday or a day on which banking institutions are authorized by the Agent law to the Borrower Representativeclose, by noon (local time) as if it were made on the date when due payment was due, and shall no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be. All payments made in respect of the Notes are to be applied ratably made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Paying Agent and Registrar. Initially, the Trustee will act as authenticating agent, Paying Agent and Registrar with respect to the Notes (the “Registrar”). The Company may change any authenticating agent, Paying Agent or Registrar without notice. The Company, any Subsidiary or any affiliate of any of them may act as Paying Agent, Registrar or co-Registrar. Indenture; Limitations. The Company issued the Notes under an Indenture dated as of January 12, 1999 (the “Original Indenture”), as supplemented by the Agent Fourth Supplemental Indenture dated June 2, 2008 (the “Fourth Supplemental Indenture” and together with the Original Indenture, the “Indenture”), between the Company and The Bank of New York, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. Reference is made to the Indenture and the Trust Indenture Act of 1939 (the “Trust Indenture Act”) for a full, complete and detailed statement of the purposes for which the Notes are issued, the terms on which the Notes are issued and the terms, provisions and conditions governing payment of the Notes and the provisions, among others, with respect to the Lendersnature and extent of the rights, duties and obligations of the Trustee, the Paying Agent, the Registrar, the authenticating agent, Holders and the Company. Any payment received The Holder of this Note, by the Agent after such time shall be acceptance of this Note, is deemed to have been received agreed and consented to the terms and provisions of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. The Notes are general unsecured obligations of the Company. This Note is not secured by any collateral, including assets of the Company or any of its Subsidiaries. The Fourth Supplemental Indenture establishes the original aggregate principal amount of the Notes at $250,000,000, all of which were issued by the Company on the following Business Day Issue Date indicated on the face of this Note, and any applicable interest or fee this Note shall continue to accrue. Solely for purposes of determining represent the aggregate principal amount of Loans available for borrowing purposes, checks and cash such outstanding Notes from time to time endorsed thereon pursuant to the Indenture. The aggregate principal amount of outstanding Notes represented hereby may from time to time by increased 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, decreased by adjustments made on the day records of receiptthe Trustee, subject to actual collection. Each payment delivered to the Agent as custodian 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 Depositary or 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 Agentnominee, 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 DocumentsFourth Supplemental Indenture.

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 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. 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, in the applicable Foreign 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, 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 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 on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be deemed made in like manner, but for the account of the Swingline Lender. Each payment 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 Administrative Agent of any Collateral Issuing Lender’s fees or L/C Participants’ commissions shall be applied made in whole like manner, but for the account of such Issuing Lender or in part against the ObligationsL/C Participants, on as 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. (a) 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 XIII, or at any other Lending Installation of the Agent address specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local Pacific Standard time) on the date when due and shall (except (i) with respect to repayments of Swingline Loans, (ii) in the case of Reimbursement Obligations 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 XIII. 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, 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 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 (ii) 2.19(f). b. The Borrower hereby unconditionally promises to pay to the Administrative Agent to charge for the Funding Account or any other deposit account of each Lender the Borrower maintained with Chase for then unpaid principal amount of each payment of principal, interest and fees as it becomes due hereunder or any other amount due under Revolving Loan on the Loan DocumentsFacility Termination Date.

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 Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Lenders. (c) 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 or any other amount due under shall be paid by Borrower upon the Loan Documentsreceipt of an invoice at Borrower’s address.

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

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

Method of Payment. (a) All payments 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) 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 2:00 p.m. (local New York 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 principal, interest, fees and commissions 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 1:00 p.m. (local Chicago time) on the date when due and shall be applied (a) first, ratably by the Agent among the LendersLenders with respect to any principal and interest due in connection with Advances (other than Competitive Bid Advances) and (b) second, after all amounts described in clause (a) have been satisfied, ratably among those Lenders for whom any payment of principal and interest is due in connection with any Competitive Bid Advances, in each case, 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 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 First Chicago, after one (1) Business Day's prior written notice to the Company, for each payment of principal, interest interest, fees and fees commissions as it becomes due hereunder hereunder. 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 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 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 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. 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 ▇▇▇▇▇▇’s address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all . All payments of principalprincipal of and interest on any Swingline Loan and any fee, interestcommission or other amounts payable in respect of any such Swingline Loan shall be made without setoff, reimbursement obligations deduction, or counterclaim, in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses immediately available funds to the applicable Swingline Lender at such Swingline Lender’s address specified pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following Article 13 or at any Lending Installation specified in a request notice received by the Borrower Representative pursuant from such Swingline Lender not later than the Applicable Time on the date that is at least two Business Days prior to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted the date when due. Each Swingline Lender shall promptly notify the Administrative Agent of receipt of any payments from the Funding Account or any other deposit account Borrower in respect of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s '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 (a) in the case of payments of principal and interest on a Competitive Bid Loans which shall be applied ratably to the Lender or Lenders that make such Competitive Bid Loans, (b) in the case of payments of Reimbursement Obligations for which the LC Issuer has not been fully reimbursed by the Lenders, which payments shall be paid to the LC Issuer, or (c) as otherwise specifically provided 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 . If the election Agent fails to deliver to any Lender, within one Business Day of the Agent's receipt thereof, all payments funds received by Agent for the account of principalsuch Lender, interestthe Agent shall pay to such Lender interest on such funds, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement at the Federal Funds Effective Rate for fees and expenses pursuant each day thereafter until such funds are delivered to Section 9.6), and other sums payable under such Lender. The 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 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 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 2.10 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 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 shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the Agent’s case may be, to such Lender's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may be, specified in writing by the Agent to the Borrower RepresentativeDomestic Borrower, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Domestic Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the a Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the applicable Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Canadian Correspondent Lender, and/or the UK Correspondent Lender (ii) a Canadian Loan Party shall be made to the Canadian Correspondent Lender or the UK Correspondent Lender, and (iii) a UK Loan Party shall be made to the UK Correspondent Lender or the Canadian Correspondent Lender.

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

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

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