Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Notes not later than 12:00 noon (2:00 p.m. New York City time) time on the day when due due. Payments made by either Borrower shall be in U.S. dollars Dollars to the Paying Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Paying Agent’s Account Agent receives payment from either Borrower, but in same day funds, with payments being received by the Paying Agent no event later than one (1) Business Day after such time being deemed payment has been made, subject to have been received on Section 2.1(d)(iii), the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or any other obligation then expenses payable hereunder to the Agent and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by Lender. The Borrowers’ obligations to the Borrower is in Lenders with respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for payments shall be discharged by making such payments to the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase Agent pursuant to this Section 2.182.4(a) or if not timely paid or any Event of Default then exists, and upon may be added to the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording principal amount of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesRevolving Loans outstanding. (b) The Each Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s accounts with such Lender Party or any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such Affiliate any amount so dueaccount shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Any payments falling due under this Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day, such payment . Computation of interest and fees hereunder shall be made on the next succeeding Business Day, and such extension basis of time shall in such case be included in the computation actual number 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Daydays elapsed over a 360 day year. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.10, 2.13 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, interest or fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the applicable Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions fees ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04, 2.11, 2.14 or 8.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on clause (a) of the definition of Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees and Letters Letter of Credit commissions shall be made by the Paying 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, interest or facility fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the Borrower prior to the date time on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Designated Agent at the Paying Designated Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Designated Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.11, 2.14 or 9.04(d)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Designated Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Designated Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so duedue to the fullest extent permitted by law. (c) All computations of interest based on the Base Rate shall be made by the Paying Designated Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying Designated 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, fees or commissions are payable. Each determination by the Paying Designated Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Designated Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Designated Agent may assume that the Borrower has made such payment in full to the Paying Designated Agent on such date and the Paying Designated Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Designated Agent, each such Lender Party shall repay to the Paying Designated Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Designated Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the LIBO Rate, the Adjusted CD Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees and Letters of Credit commissions shall be made by the Paying 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, interest or facility fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds RateRate in the case of Advances denominated in Dollars. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (to the extent not paid pursuant to Section 6 of the Security Agreement or Section 6 of the Master Collateral and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15Intercreditor Agreement), not later than 12:00 noon 2:00 p.m. (New York City time) on the day when due by wire transfer in U.S. dollars Dollars and in immediately available funds, without set-off or counterclaim, to the Paying Lender Collateral Agent at the Paying Agent’s its LA Asset Backed Account in same day funds(Account # ▇▇▇▇▇▇▇▇ Reference: AmeriCredit Corp Attn: CDO Administration) maintained at Deutsche Bank Trust Company Americas, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (ABA# 021-001-033), with payments being received facsimile notice (including wire number) to the CDO Administration Department of the Lender Collateral Agent (facsimile number (▇▇▇) ▇▇▇-▇▇▇▇), or such other account as the Lender Collateral Agent shall designate in writing to the Borrowers. Promptly upon receipt thereof by the Paying Agent after such time being deemed to have been received Lender Collateral Agent, each payment of principal on the next succeeding Business Day. The Paying Borrowings shall be remitted by the Lender Collateral Agent will promptly thereafter cause like in immediately available funds to be distributed each Agent pro rata in accordance with Section 2.04 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the aggregate outstanding principal balance of the Advances owed to the Lenders in each Lender Group; provided that on each Distribution Date from and after the occurrence of a Partial Expiration Event until the earlier to occur of (i) if the Lending Termination Date and (ii) the date on which the outstanding principal amount of Advances held by each Nonextending Lender has been reduced to zero, principal payments of Advances other than payments required to cure Borrowing Base Deficiencies shall be allocated and applied to the Limited Amortization Amounts due to the Nonextending Lenders and related Conduit Lenders pro rata based on their respective Limited Amortization Amounts for such Distribution Date. Promptly upon receipt thereof by an Agent, each payment of principal on the Borrowings shall be remitted by such Agent in like funds as received to each Lender in its Lender Group (subject to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under proviso to the Notes to more than one Lender Party, to such Lender Parties immediately preceding sentence) for the account of their respective its Applicable Lending Offices ratably Office pro rata in accordance with Section 2.04 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the aggregate outstanding principal balance of the Advances owed to such Lenders. Each payment of interest on the Borrowings shall be remitted by the Administrative Agent in immediately available funds as received to each Agent pro rata in accordance with Section 2.04 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the aggregate outstanding principal balance of the Advances owed to the Lenders in each Lender Group. Promptly upon receipt thereof by an Agent, each payment of interest on the Borrowings shall be remitted by such Agent in immediately available funds as received to each Lender in its Lender Group for the account of its Applicable Lending Office pro rata in accordance with the amounts aggregate amount of unpaid interest owed to each of such respective obligations then payable to such Lender Parties and (ii) if such payment Lenders. Promptly upon receipt thereof by the Borrower is Administrative Agent, each payment of Commitment Fees, Usage Fees or other fees shall be remitted by the Administrative Agent in immediately available funds as received to the Agent for each Lender entitled thereto, pro rata according to the amount thereof owed to each such Lender. Upon its acceptance of an Assignment and Assumption from and after the "Transfer Effective Date" specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of any obligation then payable hereunder the interest assigned thereby to one Lender Partythe Agent of the Lender's assignee thereunder, to such Lender Party for the account of its Applicable Lending Office, in each case and the parties to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 any fee or commissionpayable hereunder, as the case may be; , provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (ec) Unless All computations of fees shall be made by the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date and the Paying Agent maybasis of a year of 360 days, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to case for the amount then due such Lender Party. If and to actual number of days (including the extent first day but excluding the Borrower shall not have so made such payment last day) occurring in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances period for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerfee is payable.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Paying Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, 2.18 and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate Citibank’s announced base rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or Eurocurrency Rate, the Federal Funds Rate or clauses (b) and (c) of the definition of Base Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying Agent on the basis of a year of 360 daysdays (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the any Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the such Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at (i) the Federal Funds RateRate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (fe) If To the Paying extent that the Agent receives funds for application to the Obligations amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the Loan Parties under currency or currencies required to enable the Loan Documents under circumstances for which Agent to distribute funds to the Loan Documents do not specify Lenders in accordance with the Advances terms of this Section 2.13, the Agent shall be entitled to convert or the Facility to which, or the manner in which, exchange such funds are into Dollars or into a Committed Currency or from Dollars to be applieda Committed Currency or from a Committed Currency to Dollars, as the Paying case may be, to the extent necessary to enable the Agent shall to distribute such funds to each Lender Party ratably in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender Party’s Pro Rata Share as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(e) or as a result of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such failure of the outstanding Advances Agent to effect any such conversion or other Obligations then owing exchange; and provided further that the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(e), absent gross negligence or willful misconduct on the part of the Agent or such Lender Party and shall return any unused funds to the BorrowerLender, respectively.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 3:00 p.m. (New York City Pittsburgh, Pennsylvania time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or Commitment Fees ratably (iother than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c), as provided in Section 2.21 or the payment to an Issuing Lender of its fronting fees) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(b), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesIssuing Lender, if and to the extent payment owed to such Lender Party or such Issuing Lender is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, Lender to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate Issuing Lender any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or the Federal Funds Open Rate and of fees and Letters Commitment Fees, Letter of Credit commissions Fees and fronting fees shall be made by the Paying 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, Commitment Fees, Letter of Credit Fees or fronting fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee rate or commission hereunder component thereof under this Agreement shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 fees (including Commitment Fees, Letter of credit fee or commissionCredit Fees and fronting fees), as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the greater of the Federal Funds Rate. (f) If Rate and a rate determined by the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerbanking industry rules on interbank compensation.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account its address referred to in Section 9.02 in same day funds. Subject to the immediately succeeding sentence, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (i) if such payment by the Borrower is in respect of principalother than amounts payable pursuant to Section 2.03, interest, commitment fees 2.10 or any other obligation then payable hereunder and under the Notes to more than one Lender Party2.12 or, to such Lender Parties the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming receipt of principal or interest paid after an Event of Default and an acceleration or a Lender hereunder as a result deemed acceleration of a Commitment Increase amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date 2.10 or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby 2.12) to the Assuming LenderLenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(d), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate or the Federal Funds Rate and of facility fees and Letters of Credit commissions shall be made by the Paying 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, interest or such fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the a Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the that such Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Paying Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, 2.21 or an extension of the Termination Date pursuant to Section 2.22 and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate Citibank’s base rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or Eurocurrency Rate, the Federal Funds Rate or One Month LIBOR and of fees and Letters Letter of Credit commissions shall be made by the Paying Agent on the basis of a year of 360 daysdays (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at (i) the Federal Funds RateRate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (f) If To the Paying extent that the Agent receives funds for application to the Obligations amounts owing by the Borrower under or in respect of this Agreement or any Note in currencies other than the Loan Parties under currency or currencies required to enable the Loan Documents under circumstances for which Agent to distribute funds to the Loan Documents do not specify Lenders in accordance with the Advances terms of this Section 2.13, the Agent shall be entitled to convert or the Facility to which, or the manner in which, exchange such funds are into Dollars or into a Committed Currency or from Dollars to be applieda Committed Currency or from a Committed Currency to Dollars, as the Paying case may be, to the extent necessary to enable the Agent shall to distribute such funds to each Lender Party ratably in accordance with the terms of this Section 2.13; provided that the Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender Party’s Pro Rata Share as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(f) or as a result of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such failure of the outstanding Advances Agent to effect any such conversion or other Obligations then owing exchange; and provided further that the Borrower agrees to such indemnify the Agent and each Lender, and hold the Agent and each Lender Party harmless, for any and shall return all losses, costs and expenses incurred by the Agent or any unused funds Lender for any conversion or exchange of currencies (or the failure to the Borrowerconvert or exchange any currencies) in accordance with this Section 2.13(f).

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim if any, without condition or set-off (except as otherwise provided in Section 2.15)deduction for counterclaim, defense, recoupment or setoff, not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account Office in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or any Commitment Fees ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.04(c)(i), 2.04(d), 2.11, 2.14, 2.17 or 8.03(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.17 or as a result of a Commitment Increase pursuant to Section 2.182.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.06(d), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes Notes, if any, in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes (i) each Lender Party and Issuing Bank on behalf of each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made by the Borrower to the Paying Agent when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lenderhereunder, to charge from time to timetime against any or all of the Borrower’s accounts with such Issuing Bank any amount so due and (ii) each Lender, if and to the extent payment is not made when due hereunder, to the fullest extent permitted by law, charge from time to time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so duedue to such Lender prior to any sharing under Section 2.13. Nothing contained in this subsection (b) shall impair the obligations of any Lender under Section 2.13, the rights of the Paying Agent or any Lender under Section 8.04 or any other rights and remedies (including other rights of set-off) that the Paying Agent or such Lender may have. (c) All computations of interest based on the Base Rate (including when determined by reference to the Eurodollar Rate or the Federal Funds Rate) shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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 commitment fees are payable (which results in more fees or interest, fees as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Advance for the day on which the Advance is made, and shall not accrue on an Advance, or commissions are payableany portion thereof, for the day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Paying Agent of an interest rate, rate or fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes Notes, if any, 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 commissionfees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the greater of the Federal Funds Rate. (f) If Rate and a rate determined by the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerbanking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Administrative Agent at the Paying Administrative Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03(b), 2.10, 2.13 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Paying Administrative Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Administrative Agent shall make all payments hereunder and under any Revolving Credit Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Administrative Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Adjusted CD Rate or the Federal Funds Rate and of facility fees and Letters of Credit commissions shall be made by the Paying Administrative 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, interest or facility fees or commissions are payable. Each determination by the Paying Administrative Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Revolving Credit Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Administrative Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Administrative Agent, at the Federal Funds RateRate in the case of Revolving Credit Advances denominated in Dollars. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower Except to the extent explicitly provided otherwise herein, each party hereto shall make each payment hereunder due to the other party hereto (or its Affiliate) pursuant to this Agreement by no later than 12:00 p.m., New York City time, on the day when due (unless otherwise consented to by the party hereto (or its Affiliate) to whom such payment is due). Except to the extent explicitly provided herein to the contrary, all payments required to be made by a party hereto shall be made in cash or, with respect to the Parent and under the NotesSeller, irrespective in cash or, at the Seller’s election, by delivery to the Acquiror for cancellation of any right shares of counterclaim or set-off (Acquiror Stock, Equity Units for which, except as otherwise provided in Section 2.15)11.05, not later than 12:00 noon (New York City time) on Eligible Collateral has been substituted therefor in the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Indemnification Collateral Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts Indemnification Control Agreement or Acquiror Interim Preferred Stock with a Fair Value equal to the amount required to be paid, provided, however, in no event shall the Seller be entitled to remit payment to the Acquiror in the form of such respective obligations Acquiror Stock or Acquiror Interim Preferred Stock to the extent that the aggregate Fair Value of Acquiror Stock and Acquiror Interim Preferred Stock contemplated to be so delivered to the Acquiror for cancellation in satisfaction of any amount then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder Seller to one Lender Partythe Acquiror under this Agreement, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance together with the terms aggregate Fair Value of all Acquiror Stock and Acquiror Preferred Stock delivered to the Acquiror for cancellation in satisfaction of amounts previously payable by the Seller to the Acquiror under this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording the aggregate Fair Value of Acquiror Stock and/or Acquiror Interim Preferred Stock as the information contained therein in Seller elected to reduce the Register, from and after Common Stock Consideration and/or the applicable Increase Date or Extension DatePreferred Stock Consideration at the Closing, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d2.03(b) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b2.03(d), from and after respectively, exceeds $350,000,000. No later than five Business Days prior to the effective date on which payment is due by the Seller or the Parent to the Acquiror, or in the event of such Assignment and Acceptance or purchasethe Seller’s election to reduce the Cash Consideration, the Common Stock Consideration and/or the Preferred Stock Consideration at the Closing, as the case may be, pursuant to Section 2.03(a), Section 2.03(b) or Section 2.03(d), respectively, five Business Days prior to the Paying Agent Closing Date, the Seller shall make all payments hereunder and under deliver to the Notes in respect Acquiror written notice of the interest assigned Seller’s election pursuant to this Section 2.05, which notice shall indicate the amount of cash and/or the number of shares of Acquiror Stock, Equity Units and/or Acquiror Interim Preferred Stock to be so remitted by the Seller or purchased thereby to by which the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and AcceptanceCash Consideration, the parties Common Stock Consideration and/or the Preferred Stock Consideration is to any be so reduced and the Fair Value of such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior Acquiror Stock, Equity Units and/or Acquiror Interim Preferred Stock. Any payment required to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions party in cash shall be made paid by wire transfer, if applicable, of immediately available funds to the account or accounts designated by the Paying Agent on the basis of a year of 360 days, in each case for the actual number of days party hereto (including the first day but excluding the last dayor its Affiliate) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, receiving such payment shall be made on the next succeeding at least three 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower Days prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Ratewhen due. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and under the Notesother amounts relating to, irrespective of any right of counterclaim or set-off (except as otherwise provided Advances denominated in Section 2.15)a Foreign Currency, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying applicable Agent’s 's Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances made to it denominated in a Foreign Currency, not later than 11:00 A.M. (at the Paying Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due in such Foreign Currency to the Agent or, in the case of payments denominated in Canadian dollars, to the Local Agent, by deposit of such funds to the applicable Agent's Account in same day funds. The Paying Agent or the Local Agent, as the case may be, will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance Acceptance, the Agent or purchasethe Local Agent, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying Agent on the basis of a year of 360 daysdays and computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), 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, interest or fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent or the Local Agent, as the case may be, shall have received notice from the applicable Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent or the Local Agent, as the case may be, may assume that the such Borrower has made such payment in full to the Paying Agent or the Local Agent, as the case may be, on such date and the Paying Agent or the Local Agent, as the case may be, may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the such Borrower shall not have so made such payment in full to the Paying Agent or the Local Agent, as the case may be, each such Lender Party shall repay to the Paying Agent or the Local Agent, as the case may be, forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent or the Local Agent, as the case may be, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount Federal Funds Rate in the case of all Advances outstanding at such time and denominated in Dollars or (ii) the aggregate Available Amount cost of all Letters of Credit then due and payable at such timefunds incurred by the Agent or the Local Agent, as the case may be, in repayment or prepayment respect of such amount in the case of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerdenominated in Foreign Currencies.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the any Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.15)a Foreign Currency, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying applicable Agent’s Account in same day fundsfunds without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with payments being received by respect to principal of, interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Paying Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due in such Foreign Currency to the Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any Letter of Credit fees ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.06(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of commitment fees shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest on Swing Line Advances or based on the Eurodollar Eurocurrency Rate (including the Overnight Eurocurrency Rate) or the Federal Funds Rate and of fees and Letters Letter of Credit commissions fees shall be made by the Paying Agent on the basis of a year of 360 daysdays and all computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), 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, commitment fees or commissions Letter of Credit fees are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 interest, commitment or letter of credit fee or commissionLetter of Credit fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the any Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the such Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount Federal Funds Rate in the case of all Advances outstanding at such time and denominated in Dollars or (ii) the aggregate Available Amount cost of all Letters of Credit then due and payable at such time, funds incurred by the Agent in repayment or prepayment respect of such amount in the case of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerdenominated in Foreign Currencies.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Notes not later than 12:00 noon (2:00 p.m. New York City time) time on the day when due due. Payments made by either Borrower shall be in U.S. dollars Dollars to the Paying Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Paying Agent’s Account Agent receives payment from either Borrower, but in same day funds, with payments being received by the Paying Agent no event later than one (1) Business Day after such time being deemed payment has been made, subject to have been received on Section 2.1(d)(iii), the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or any other obligation then expenses payable hereunder to the Agent and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by Lender. The Borrowers' obligations to the Borrower is in Lenders with respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for payments shall be discharged by making such payments to the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase Agent pursuant to this Section 2.182.4(a) or if not timely paid or any Event of Default then exists, and upon may be added to the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording principal amount of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesRevolving Loans outstanding. (b) The Each Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s 's accounts with such Lender Party or any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such Affiliate any amount so dueaccount shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Any payments falling due under this Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day, such payment . Computation of interest and fees hereunder shall be made on the next succeeding Business Day, and such extension basis of time shall in such case be included in the computation actual number 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Daydays elapsed over a 360 day year. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or any other obligation then payable hereunder and under 8.04(e)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate Citibank’s base rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or Rate, the Federal Funds Rate or One Month LIBOR and of commitment fees and Letters of Credit commissions shall be made by the Paying 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, interest or commitment fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the greater of the Federal Funds Rate. (f) If Rate and a rate determined by the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerbanking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower Company shall make each payment hereunder and under the Noteseach Floating Rate Note, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City timelocal time in the city in which the relevant Administrative Agent's Account is maintained) on the day when due in U.S. dollars the currency in which such Floating Rate Note is denominated to the Paying Administrative Agent at the Paying relevant Administrative Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest ratably (iother than amounts payable pursuant to Section 2.08 or 2.10) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Administrative Agent shall make all payments hereunder and under the Floating Rate Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower Company hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Floating Rate Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s Company's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying Administrative Agent on the basis of a year of 360 days, in each case days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are interest is payable. Each determination by the Paying Administrative Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Floating Rate Notes 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 commissioninterest, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower Company will not make such payment in full, the Paying Administrative Agent may assume that the Borrower Company has made such payment in full to the Paying Administrative Agent on such date and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower Company shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Administrative Agent, at the Federal Funds Rate. (f) If In the Paying Agent receives funds for application event of any foreign exchange restriction or prohibition in Argentina, any and all payments in respect of the Floating Rate Notes shall be made, to the Obligations of extent permitted by such restriction or prohibition, in the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of relevant currency through (i) the aggregate principal amount sale of all Advances outstanding at such time and Bonex or of any other public or private bond issued in US Dollars or Euros or any other currency in Argentina or (ii) any other legal mechanism for the aggregate Available Amount acquisition of all Letters US Dollars or Euros in any exchange market, including, but not limited to, the delivery by the Company to the Administrative Agent of Credit then due and payable at debt or equity instruments denominated in US Dollars or Euros which are traded in New York City, London or Frankfurt in an amount sufficient for the Administrative Agent to acquire from the sale thereof in New York City, London or Frankfurt an amount of US Dollars or Euros, net of any commissions, fees or other costs, to cover each such timepayment. The Administrative Agent shall sell such instruments promptly after the delivery to it and, in repayment or prepayment of any event, within 10 Business Days after each such of delivery, unless the outstanding Advances or other Obligations then owing Company shall, at the Administrative Agent's request, otherwise agree in writing. All costs, including any taxes, relative to such Lender Party and operations to obtain US Dollars or Euros shall return any unused funds to be borne by the BorrowerCompany.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of fees and Letters of Credit commissions shall be made by the Paying 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, interest or facility fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.152.13), not later than 12:00 noon Noon (New York City time) on the day when due in U.S. dollars to the Paying Administrative Agent at the Paying Administrative Agent’s Account in same day funds, with payments being received by the Paying Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Administrative Agent will shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, 2.17 and upon the Paying Administrative Agent’s receipt of such Lender’s Assumption Accession Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(d), from and after the effective date of such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying Administrative 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, fees or commissions are payable. Each determination by the Paying Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfee, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Administrative Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Administrative Agent, at the Federal Funds Rate. (f) If Whenever any payment received by the Paying Administrative Agent receives funds for application under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties 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 Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04 and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b), (c)(i), (d) and (e) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the L/C Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds that are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at to the Administrative Agent and the other Secured Parties on such timedate, in repayment or prepayment ratably based upon the respective aggregate amounts of all such of the outstanding Advances or other Obligations then owing to the Administrative Agent and the other Secured Parties on such Lender Party and shall return any unused funds to the Borrowerdate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), other Loan Documents not later than 12:00 noon (New York City time) 3:00 p.m. on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying Administrative Agent’s Account Office in same day funds, with except payments being to be made directly to the Issuing Banks or the Swingline Lender as expressly provided herein; any payment received by the Paying Agent after such time being 3:00 p.m. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Assuming distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent, and the Administrative Agent shall pay to such Lender, upon demand, interest on the Paying unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b)11.7, from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes the Administrative Agent, the Swingline Lender, each Lender Party and each of its AffiliatesIssuing Bank, if and to the extent payment owed by the Borrower to the Administrative Agent, the Swingline Lender, such Lender Party or such Issuing Bank, as the case may be, is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the any Note held by such Lender), to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with the Administrative Agent, the Swingline Lender, such Lender Party or such Affiliate Issuing Bank, as the case may be, any amount so due. (c) All computations of interest based on for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all . All other computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions hereunder shall be made by the Paying Administrative Agent on the basis of a year of 360 days. In each such case, in each case such computation shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, interest or fees or commissions are payable. Each such determination by the Paying Administrative Agent of an interest rate, fee or commission hereunder a Lender shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes any other Loan Document 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 beand fees hereunder; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar LIBOR Rate Advances Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Administrative Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date date, and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Administrative Agent, at the Federal Funds Rate. (f) If the Paying Agent receives at any time insufficient funds for application are received by and available to the Obligations Administrative Agent to pay fully all amounts of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to whichprincipal, or the manner in whichinterest and fees then due hereunder, such funds are to shall be appliedapplied (i) first, towards payment of interest and fees then due hereunder, ratably among the Paying Agent shall distribute such funds to each Lender Party ratably parties entitled thereto in accordance with the amounts of interest and fees then due to such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time parties, and (ii) the aggregate Available Amount second, towards payment of all Letters of Credit principal then due and payable at such timehereunder, in repayment or prepayment of such of ratably among the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerparties entitled thereto.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account its address referred to in Section 8.02 in same day funds. Subject to the immediately succeeding sentence, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (i) if such payment by the Borrower is in respect of principalother than amounts payable pursuant to Section 2.03, interest, commitment fees 2.10 or any other obligation then payable hereunder and under the Notes to more than one Lender Party2.12 or, to such Lender Parties the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming receipt of principal or interest paid after an Event of Default and an acceleration or a Lender hereunder as a result deemed acceleration of a Commitment Increase amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date 2.10 or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby 2.12) to the Assuming LenderLenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate or the Federal Funds Rate and of facility fees and Letters of Credit commissions shall be made by the Paying 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, interest or such fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent that the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The All payments to be made by the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Unless otherwise expressly provided herein, the Borrower shall make each payment or prepayment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04(b) or (c), 2.11, 2.14 or 8.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Revolving Credit Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(e), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate (including at such time as the Base Rate is determined by reference to the Eurodollar Rate) shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all actual days elapsed. All other computations of interest based on the Eurodollar Rate or the Federal Funds Rate and in respect of facility fees and Letters Letter of Credit commissions Fees shall be made by the Paying Agent on the basis of a year of 360 days, days and actual days elapsed (which results 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 more fees or interest, fees or commissions are payableas applicable, being paid than if computed on the basis of a 365-day year). Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Revolving Credit Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date in accordance herewith and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.152.13), not later than 12:00 noon Noon (New York City time) on the day when due in U.S. dollars to the Paying Administrative Agent at the Paying Administrative Agent’s Account in same day funds, with payments being received by the Paying Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Administrative Agent will shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, 2.17 and upon the Paying Administrative Agent’s receipt of such Lender’s Assumption Accession Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(d), from and after the effective date of such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying Administrative 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, fees or commissions are payable. Each determination by the Paying Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfee, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Administrative Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Administrative Agent, at the Federal Funds Rate. (f) If Whenever any payment received by the Paying Administrative Agent receives funds for application 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 Lender Parties 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 Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Administrative Agent (solely in its capacity as Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04, and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds that are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at to the Administrative Agent and the other Lender Parties on such timedate, in repayment or prepayment ratably based upon the respective aggregate amounts of all such of the outstanding Advances or other Obligations then owing to the Administrative Agent and the other Lender Parties on such Lender Party and shall return any unused funds to the Borrowerdate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.15a Committed Currency), not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying applicable Agent’s Account in same day fundsfunds and irrespective of any right of counterclaim or set-off. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Paying Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds and irrespective of any right of counterclaim or set-off. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment facility fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate or the Federal Funds Rate and of facility fees and Letters Letter of Credit commissions shall be made by the Paying Agent on the basis of a year of 360 daysdays (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, facility fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest, facility fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the any Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the such Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at (i) the Federal Funds RateRate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (f) If To the Paying extent that the Agent receives funds for application to the Obligations amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the Loan Parties under currency or currencies required to enable the Loan Documents under circumstances for which Agent to distribute funds to the Loan Documents do not specify Lenders in accordance with the Advances terms of this Section 2.13, the Agent shall be entitled to convert or the Facility to which, or the manner in which, exchange such funds are into Dollars or into a Committed Currency or from Dollars to be applieda Committed Currency or from a Committed Currency to Dollars, as the Paying case may be, to the extent necessary to enable the Agent shall to distribute such funds to each Lender Party ratably in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender Party’s Pro Rata Share as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(f) or as a result of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such failure of the outstanding Advances Agent to effect any such conversion or other Obligations then owing exchange; and provided further that each Borrower agrees to such indemnify the Agent and each Lender, and hold the Agent and each Lender Party harmless, for any and shall return all losses, costs and expenses incurred by the Agent or any unused funds Lender for any conversion or exchange of currencies (or the failure to the Borrowerconvert or exchange any currencies) in accordance with this Section 2.13(f).

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), other Loan Documents not later than 12:00 noon (New York City time) 3:00 P.M. on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying Administrative Agent’s Account 's Office in same day funds, with except payments being to be made directly to the Issuing Banks as expressly provided herein; any payment received by the Paying Agent after such time being 3:00 P.M. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that any distribution of any payment from the Borrower required to be made to any Lender pursuant to the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent, the Administrative Agent shall pay to such Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon any Assuming Lender becoming a Lender hereunder as a result the Administrative Agent's acceptance of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b)11.7, from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes the Administrative Agent, each Lender Party and each of its AffiliatesIssuing Bank, if and to the extent payment owed by the Borrower to the Administrative Agent, such Lender Party or such Issuing Bank, as the case may be, is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the any Promissory Note held by such Lender), to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with the Administrative Agent, such Lender Party or such Affiliate Issuing Bank, as the case may be, any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all . All other computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions hereunder shall be made by the Paying Administrative Agent on the basis of a year of 360 days. In each such case, in each case such computation shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, interest or fees or commissions are payable. Each such determination by the Paying Administrative Agent of an interest rate, fee or commission hereunder a Lender shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes any other Loan Document 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 beand fees hereunder; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar LIBOR Rate Advances Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Administrative Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date date, and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Administrative Agent, at the Federal Funds Rate. (f) If the Paying Agent receives at any time insufficient funds for application are received by and available to the Obligations Administrative Agent to pay fully all amounts of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to whichprincipal, or the manner in whichinterest and fees then due hereunder, such funds are to shall be appliedapplied (i) first, towards payment of interest and fees then due hereunder, ratably among the Paying Agent shall distribute such funds to each Lender Party ratably parties entitled thereto in accordance with the amounts of interest and fees then due to such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time parties, and (ii) the aggregate Available Amount second, towards payment of all Letters of Credit principal then due and payable at such timehereunder, in repayment or prepayment of such of ratably among the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerparties entitled thereto.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying applicable Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim counterclaim, defense, recoupment or set-off (except as otherwise provided in Section 2.15)and without condition, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or any other obligation then payable hereunder and under 8.04(e)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Anniversary Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate Citibank’s base rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or Rate, the Federal Funds Rate or One Month LIBOR and of commitment fees and Letters of Credit commissions shall be made by the Paying 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, interest or commitment fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the greater of the Federal Funds Rate. (f) If Rate and a rate determined by the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerbanking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower ------------------------- shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or if any, without set-off (except as otherwise provided in Section 2.15)or counterclaim, not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03(b), 2.10, 2.13, 2.16 or 8.03(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase an extension of the Revolver Termination Date pursuant to Section 2.182.16, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.06(d), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes Notes, if any, in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note Note, if any, held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed prior to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rateany sharing under Section 2. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.152.13), not later than 12:00 noon Noon (New York City time) on the day when due in U.S. dollars to the Paying Administrative Agent at the Paying Administrative Agent’s Account in same day funds, with payments being received by the Paying Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Administrative Agent will shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, 2.17 and upon the Paying Administrative Agent’s receipt of such Lender’s Assumption Accession Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(d), from and after the effective date of such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying Administrative 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, fees or commissions are payable. Each determination by the Paying Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfee, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Administrative Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Administrative Agent, at the Federal Funds Rate. (f) If Whenever any payment received by the Paying Administrative Agent receives funds for application under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties 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 Agents and the Lender Parties in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04, Section 21 of the Security Agreement and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (e) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the L/C Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds that are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at to the Administrative Agent and the other Secured Parties on such timedate, in repayment or prepayment ratably based upon the respective aggregate amounts of all such of the outstanding Advances or other Obligations then owing to the Administrative Agent and the other Secured Parties on such Lender Party and shall return any unused funds to the Borrowerdate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), other Loan Documents not later than 12:00 noon (New York City time) 3:00 P.M. on the day when due in U.S. dollars Dollars to the Paying Administrative Agent at the Paying Agent’s Account its address referred to in Section 11.02 in same day funds, with except payments being to be made directly to any Issuing Bank as expressly provided herein; any payment received by the Paying Agent after such time being 3:00 P.M. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that any distribution of any payment from the Borrower required to be made to any Lender pursuant to the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent, the Administrative Agent shall pay to such Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon any Assuming Lender becoming the Administrative Agent's acceptance of a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b)11.07, from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beLender Assignment, the Paying Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes the Administrative Agent, each Lender Party and each of its AffiliatesIssuing Bank, if and to the extent payment owed by the Borrower to the Administrative Agent, such Lender Party or such Issuing Bank, as the case may be, is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the any Promissory Note held by such Lender), to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with the Administrative Agent, such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 daysIssuing Bank, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest errorany amount so due. (d) Whenever any payment hereunder or under the Notes 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or fees ratably (iother than amounts payable pursuant to Section 2.10, 2.11, 2.13 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, interest or fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) All payment hereunder shall be made in U.S. Dollars. The Borrower shall make each payment hereunder under the Subordinated Loan Agreement and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Subordinated Notes not later than 12:00 noon (New York, New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Subordinated Agent’s 's Account in same day immediately available funds, with . All payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect hereunder shall be made without any offset, abatement, withholding, deduction, counterclaim, or reduction. Upon receipt of payment from the Borrower of any principal, interest, commitment or fees or any other obligation then payable hereunder and under due to the Notes Subordinated Lenders, the Subordinated Agent shall promptly after receipt thereof distribute to more than one Lender Party, to the Subordinated Lenders their ratable share of such Lender Parties payments for the account of their respective Applicable Lending Offices ratably in accordance with Subordinated Lender's Account. If and to the amounts extent that the Subordinated Agent shall not have so distributed to any Subordinated Lender its ratable share of such respective obligations then payable payments, the Subordinated Agent agrees that it shall pay interest on such amount for each day after the day when such amount is made available to such Lender Parties and (ii) if such payment the Subordinated Agent by the Borrower until the date such amount is in respect of any obligation then payable hereunder to one Lender Party, paid to such Subordinated Lender Party for by the account Subordinated Agent at the Federal Funds Rate in effect from time to time. Interest on such amount shall be due and payable by the Subordinated Agent upon demand by such Subordinated Lender. Upon receipt of its Applicable Lending Officeother amounts due solely to the Subordinated Agent or a specific Subordinated Lender, in each case the Subordinated Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this the Subordinated Loan Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest. If the case may be; provided, however, that, if such extension would cause time for payment of interest on or principal of Eurodollar Rate Advances to be made for an amount payable is not specified in the next following calendar monthSubordinated Loan Documents, such or in any other document, the payment shall be made due and payable ten (10) days after the date on which the next preceding Business DaySubordinated Agent or applicable Subordinated Lender demands payment therefor. (eb) Unless the Paying Subordinated Agent shall have received written notice from the Borrower prior to the any date on which any payment is due to any the Subordinated Lender Party hereunder that the Borrower will shall not make such payment in full, the Paying Subordinated Agent may assume that the Borrower has made such payment in full to the Paying Subordinated Agent on such date and the Paying Subordinated Agent may, in reliance upon such assumption, cause to be distributed to each such Subordinated Lender Party on such due date an amount equal to the amount then due such Lender PartySubordinated Lender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Subordinated Agent, each such Subordinated Lender Party shall repay to the Paying Subordinated Agent forthwith on demand such amount distributed to such Lender Party Subordinated Lender, together with interest thereon, for each day thereon from the date such amount is distributed to such Subordinated Lender Party until the date such Subordinated Lender Party repays such amount to the Paying Subordinated Agent, at an interest rate equal to, the Federal Funds RateRate in effect from time to time. (fc) If Each Subordinated Lender agrees that if it should receive any payment (whether by voluntary payment, by realization upon security, by the Paying Agent receives funds for application exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Subordinated Loan Documents, or otherwise) in respect of any obligation of the Borrower to pay principal, interest, fees, or any other obligation incurred under the Subordinated Loan Documents in a proportion greater than the total amount of such principal, interest, fees, or other obligation then owed and due by the Borrower to such Subordinated Lender bears to the Obligations total amount of principal, interest, fees, or other obligation then owed and due by the Borrower to the Subordinated Lenders immediately prior to such receipt, then such Subordinated Lender receiving such excess payment shall purchase for cash without recourse from the other Subordinated Lenders an interest in the obligations of the Loan Parties under Borrower to such Subordinated Lenders in such amount as shall result in a participation by all of the Loan Documents under circumstances for which Subordinated Lenders, in proportion with the Loan Documents do not specify Subordinated Lenders' respective pro rata shares, in the Advances or the Facility to whichaggregate unpaid amount of principal, interest, fees, or any such other obligation, as the manner in whichcase may be, owed by the Borrower to all of the Subordinated Lenders; provided that if all or any portion of such excess payment is thereafter recovered from such Subordinated Lender, such funds are purchase shall be rescinded and the purchase price restored to be appliedthe extent of such recovery, in proportion with the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Subordinated Lenders' respective Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the BorrowerShares.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Administrative Agent at the Paying Agent’s Account its address referred to in Section 8.02 in same day funds. Subject to the immediately succeeding sentence, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10 or any other obligation then payable hereunder and under the Notes to more than one Lender Party2.12 or, to such Lender Parties the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming receipt of principal or interest paid after an Event of Default and an acceleration or a Lender hereunder as a result deemed acceleration of a Commitment Increase amounts due hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding Advances (other than amounts payable pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date 2.10 or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby 2.12) to the Assuming LenderLenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.all

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Notes not later than 12:00 noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.04(b), 2.11, 2.14, 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase an extension of the Revolver Termination Date pursuant to Section 2.182.16, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(e), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, interest or fees or commissions are payable. Each determination by the Paying Agent of an interest rate, facility fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the any Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the such Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Revolving Notes not later than 12:00 noon (New York City time) 2:00 p.m. on the day when due or by direct charge against the Revolving Credit Commitment, if available, pursuant to Section 2.4(b)(ii) hereof. Payments made by the Borrowers shall be in U.S. dollars Dollars to the Paying Agent at its address referred to in Section 14.5 hereof in immediately available funds. Payments made with respect to the Paying Agent’s Account Revolving Loans shall be applied to repay Revolving Loans consisting of Base Rate Loans first and then Revolving Loans consisting of Eurodollar Loans. As soon as practicable after the Agent receives payment from the Borrowers, but in same day funds, with payments being received by the Paying Agent no event later than one Business Day after such time being deemed payment has been made, subject to have been received on Section 2.1(d)(ii), the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or any other obligation then expenses payable hereunder to the Agent and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts of such respective obligations then payable to such Lender Parties Lender. The Borrowers' obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (i) The Borrowers, individually or through the Company, shall have each established and shall maintain lockboxes (the "Lockboxes") with financial institutions, including First Union, selected by the Company and reasonably acceptable to the Agent (the "Lockbox Banks") and shall instruct all account debtors on the Accounts of each Borrower to remit all payments to its respective Lockboxes. Separate Lockboxes shall be maintained for the NonRestaurant Business and the Restaurant Business of the Borrowers. All amounts received by the Borrowers from any account debtor, in addition to all other cash received from any other source including but not limited to proceeds from asset sales and judgments, shall be promptly deposited into the applicable Lockbox Account (as defined below). (ii) if such payment by Each Borrower, individually or through the Borrower is Company, the Agent and each Lockbox Bank shall enter into three party agreements in respect the form of any obligation then payable hereunder to one Lender PartyExhibit I hereto (the "Lockbox Agreements"), to such Lender Party providing, among other things, for the account of its Applicable Lending Officefollowing: (A) The Borrowers, in each case to be applied in accordance with individually or through the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18Company, will open and upon establish for the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording benefit of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect on behalf of the interest assumed thereby to the Assuming Lender. Upon its acceptance of Lenders an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(baccount at each Lockbox Bank (each a "Lockbox Account"), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (bB) All receipts held in the Lockboxes shall be remitted daily to the appropriate Lockbox Account. All funds deposited into the Lockbox Accounts pertaining to the Restaurant Business on any Business Day shall be transferred to the FUNB Claremont Restaurant Cash Collateral Account. All funds deposited into the Lockbox Accounts pertaining to the NonRestaurant Business on any Business Day shall be transferred to the FUNB NonRestaurant Cash Collateral Account. All funds transferred to the Cash Collateral Accounts on any Business Day shall be immediately credited to the FUNB Leverage Account. All funds credited on any Business Day to the FUNB Leverage Account shall be applied by the Agent on such Business Day to reduce the then outstanding balance of the Revolving Loans and to pay accrued interest thereon and to pay any other outstanding Obligations which are then due and payable. All amounts received directly by the Borrowers from any account debtor, in addition to all other cash received from any other source including but not limited to proceeds from asset sales and judgments, shall be held in trust by the Borrowers and promptly deposited into the applicable Lockbox Account. (iii) All funds deposited into the Cash Collateral Accounts shall immediately become the property of the Agent and the Borrowers shall obtain the agreement by the Lockbox Banks to waive any offset rights against the funds so deposited. The Agent assumes no responsibility for the Lockbox arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder. (iv) The Borrower Borrowers may close Lockboxes and/or open new lockboxes with the prior written consent of the Agent and subject to prior execution and delivery to the Agent of lockbox agreements consistent with the provisions of this Section 2.4(b) and in form and substance satisfactory to the Agent and its counsel. (c) The Borrowers hereby authorizes authorize each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s Borrowers' accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, Obligations which are then due and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by Lender receiving any payment as a result of charging any such account shall promptly notify the Paying Agent of an interest rate, fee or commission hereunder thereof and make such arrangements as the Agent shall be conclusive and binding for all purposes, absent manifest errorrequest to share the benefit thereof in accordance with Section 2.8. (d) Whenever Except as otherwise provided herein with respect to Eurodollar Loans, any payment hereunder or payments falling due under the Notes shall be stated to be due this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Except as otherwise provided herein, such payment computation of interest and fees hereunder shall be made on the next succeeding Business Day, and such extension basis of time shall in such case be included in the computation actual number 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Daydays elapsed over a 360 day year. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Revolving Credit Notes not later than 12:00 noon P.M. (New York City time) (except for payments made pursuant to Section 2.7(e) which shall be credited no later than when received by the Agent) on the day when due due, in U.S. dollars Dollars, to the Paying Agent at the Paying Agent’s Account its address referred to in same day fundsSection 10.2 in immediately available funds without set-off or counterclaim. The Agent will, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter Day of its receipt thereof, cause like funds to be distributed like funds relating to the payment of principal of or interest on the Loans (iother than Swing Loans) if such payment by or fees with respect to any Loans (other than amounts payable pursuant to Section 2.11, 2.12, 2.13, 2.15, or 2.17(h)) to the Borrower is Lenders, in respect of principalaccordance with their respective Ratable Portions, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to such any Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, Party to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result ; PROVIDED, HOWEVER, that payment of a Commitment Increase principal of the Swing Loans pursuant to Section 2.7(e) need not be distributed by the Agent prior to the Settlement Date referred to in Section 2.18, and upon . With respect to the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may beSwing Loans, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby will promptly thereafter cause to be distributed like funds relating to the Assuming Lenderpayment of principal of or interest on the Swing Loans to the Swing Bank for the account of its Applicable Lending Office. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b)10.7, from and after the effective date of such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Payment received by the Agent after 12:00 P.M. (New York City time) shall be deemed to be received on the next Business Day (except for payments made pursuant to Section 2.7(e) which shall be credited no later than when received by the Agent). Prior to the distribution of any funds to any Lender Party pursuant to this Section 2.14, the Agent shall use its best efforts to notify such Lender Party of such distribution. (b) Upon the occurrence of a Default, an Event of Default or a Triggering Condition, all amounts on deposit in each of the Blocked Account and the Cash Collateral Account shall be applied by the Agent against the outstanding balance of the Obligations in accordance with Section 2.7(d); PROVIDED, HOWEVER, that in no event shall any amount be required to be applied by the Agent against the outstanding balance of the Obligations unless and until such amount shall have been credited in immediately available funds to the Blocked Account or the Cash Collateral Account. (c) The Borrower hereby authorizes each Lender Party and each of its AffiliatesParty, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lenderhereunder, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made due or to treat any amounts due hereunder as having been paid by the Paying Agent on the basis proceeds of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.Revolving

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 8.04) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on clause (a) of the definition of “Base Rate Rate” shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (fe) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents obligations hereunder under circumstances for which neither this Agreement nor the Loan Documents do not Borrower specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent may, but shall not be obligated to, elect to distribute such funds to each Lender Party ratably in accordance with such Lender PartyLender’s Pro Rata Share proportionate share of the sum of (i) the aggregate principal amount of all outstanding Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such timeoutstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing obligations owed to such Lender Party Lender, and for application to such principal installments, as the Agent shall return any unused funds to the Borrowerdirect.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 a.m. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04, 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender ▇▇▇▇▇▇ becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.21, and upon the Paying Agent’s receipt of such Lender▇▇▇▇▇▇’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Agent shall treat each Assuming Lender as the case may be, the Paying Agent a Lender under this Agreement and shall make all payments hereunder and under any Notes issued in connection therewith in respect of pro rata among the Lenders taking into account the interest assumed thereby to by the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.08(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender▇▇▇▇▇▇, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of fees and Letter of Credit commissions shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying Agent on the basis of a year of 360 three hundred sixty (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, interest or fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances Term SOFR Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower ▇▇▇▇▇▇▇▇ has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If Subject to Section 6.04 (or required to be applied in accordance with Section 2.10), if the Paying Agent receives funds for application to the Obligations of the Loan Parties Borrower under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances specify, or the Facility Borrower does not direct, the Revolving Loans to which, or the manner in which, such funds are to be applied, the Paying Agent may, but shall not be obligated to, elect to distribute such funds ratably to each Lender Party the outstanding Obligations, (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time parties, and (ii) the aggregate Available Amount second, toward payment of all principal and unreimbursed amounts drawn under Letters of Credit then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and such Letter of Credit obligations then due to such parties. The ratable portion of such payments to each Lender shall be based on its Ratable Share as then in effect. (g) Except to the extent a time of payment of, or period within which payment is required in respect of, any amount payable hereunder or under any of the other Loan Documents is specified in any Loan Document, all amounts payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding. Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge all interest, fees, costs, expenses and other amounts payable hereunder or under any of the other Loan Documents when due and payable at to the loan account, provided, that, interest and fees (including pursuant to Sections 2.04(a), (b) and (c) and Section 2.07(a)(ii) above shall not be charged to any loan account until three (3) Business Days after Agent has provided Borrower with an invoice for any such timeamount. Any interest, in repayment or prepayment of such of the outstanding Advances fees, costs, expenses, or other Obligations then owing amounts payable hereunder or under any other Loan Document that are charged to such Lender Party a loan account shall thereupon constitute Revolving Loans hereunder and shall return any unused funds initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Revolving Loans (unless and until converted into Term SOFR Revolving Loans in accordance with the Borrowerterms of this Agreement).

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04, 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.21, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Agent shall treat each Assuming Lender as the case may be, the Paying Agent a Lender under this Agreement and shall make all payments hereunder and under any Notes issued in connection therewith in respect of pro rata among the Lenders taking into account the interest assumed thereby to by the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.08(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made Except as otherwise required by the Paying Agent on the basis of a year of 365 or 366 daysSection 2.08(g), as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying 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, interest or fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the any Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate or, as regards Canadian Lenders, at the Bank of Canada Overnight Rate. (f) If Subject to Section 6.04, if the Paying Agent receives funds for application to the Obligations of the Loan Parties Borrowers under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify specify, or the applicable Borrower does not direct, the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent may, but shall not be obligated to, elect to distribute such funds ratably to the outstanding Obligations under the US Revolving Credit Facility and the Canadian Revolving Credit Facility and within each Lender Party such Facility, first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time parties, and (ii) the aggregate Available Amount second, toward payment of all principal and unreimbursed amounts drawn under Letters of Credit then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and payable at such time, in repayment or prepayment Letter of such of the outstanding Advances or other Obligations Credit obligations then owing due to such Lender Party and shall return any unused funds to the Borrowerparties.

Payments and Computations. (a) The Borrower and, to the extent expressly provided herein, the Broker, shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 12:00 noon (New York City time) on the day when due in U.S. United States dollars to the Paying Agent at the Paying Agent’s Account and in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like immediately available funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees account or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording accounts of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, Lender as the case Lender may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby from time to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvestime specify. (b) The Borrower hereby irrevocably authorizes each Lender Party the Broker, when and each of its Affiliates, if and to the extent as any payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lenderhereunder, to charge debit from time to timetime any Account, to the fullest extent permitted by lawincluding segregated fund Accounts, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate for any amount so duedue and to pay such amount over to the Lender; provided that the failure of the Broker to debit any such Account for any amount provided for in this Agreement, when and as provided herein, or the insufficiency of funds in any such Account shall not impair the Lender’s right to receive full and timely payment of such amount from the Borrower. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment to be made hereunder or under the Notes 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 interest. (i) All payments made by the Borrower under this Agreement 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 Eurodollar Rate Advances to any other Loan Document will be made in without setoff, counterclaim, recoupment or defense. Any and all payments made by the next following calendar month, such payment Borrower hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto, excluding taxes imposed on the next preceding Business Daynet income of the Lender by the jurisdiction in which the Lender is organized, in which the Lender maintains its principal place of business or in which the office of the Lender through which it is acting hereunder is located (collectively, “Excluded Taxes”; all such taxes, levies, imposts, deductions, charges, withholdings and liabilities, excluding Excluded Taxes, are hereinafter referred to collectively as “Tax Liabilities”). (ii) If the Borrower shall be required by law to deduct any Tax Liabilities from or in respect of any sum payable hereunder to Lender, then the sum payable hereunder shall be increased as may be necessary (and Borrower shall pay all Tax Liabilities and Excluded Taxes on such increased amount) so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. (e) Unless the Paying Agent shall have received notice The Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in fullexecution, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances delivery or the Facility to whichregistration of, or the manner in whichotherwise with respect to, such funds are to be appliedthis Agreement, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerexcluding Excluded Taxes.

Payments and Computations. (a) The Each Borrower shall make each payment required to be made by it hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Notes not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars US Dollars to the Paying Administrative Agent at the Paying Administrative Agent’s Account 's Account, in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or the Facility Fee ratably (iother than amounts payable pursuant to Section 2.02(c), 2.07(c), 2.11, 2.12, 2.14, 2.15, 2.17 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(d), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.17, and upon the Administrative Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.17(d), from and after the applicable Extension Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to the Assuming Lender. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19, and upon the Administrative Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.19(d), from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to the Assuming Lender. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest that are based on clause (a) of the definition of "Base Rate Rate" set forth in Section 1.01 and of Facility Fees shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest that are otherwise based on the Eurodollar Rate or that are based on the Federal Funds Rate and of fees Discount and Letters of the Applicable Utilization Fee and Letter of Credit commissions shall be made by the Paying Administrative 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, fees or commissions are payablepayable or such Discount has accreted. Each determination by the Paying Administrative Agent of an interest rate, fee fee, commission or commission Discount hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 interest, fees or commitment or letter of credit fee or commissioncommissions, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances Advances, or the payment of the Face Amount or the Accreted Value of any Discounted Notes, to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees and Letters of Credit commissions shall be made by the Paying 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, interest or facility fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 commissionfacility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 3:00 p.m. (New York City Pittsburgh, Pennsylvania time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or Commitment Fees ratably (iother than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c), as provided in Section 2.21 or the payment to an Issuing Lender of its fronting fees) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.19, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.07(b), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesIssuing Lender, if and to the extent payment owed to such Lender Party or such Issuing Lender is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, Lender to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate Issuing Lender any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or the Federal Funds Open Rate and of fees and Letters Commitment Fees, Letter of Credit commissions Fees and fronting fees shall be made by the Paying 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, Commitment Fees, Letter of Credit Fees or fronting fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee rate or commission hereunder component thereof under this Agreement shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 fees (including Commitment Fees, Letter of credit fee or commissionCredit Fees and fronting fees), as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), Notes not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the Paying Agent’s Account 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇, OPS III , N▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment Commitment Fees or Letter of Credit fees ratably (except amounts payable pursuant to Section 2.12, Section 2.13 or Section 2.17 and except that (i) any other obligation Bank may receive less than its Pro Rata Share of interest to the extent Section 8.06 is applicable to it, (ii) if the Stated Termination Date for all Banks is not the same, then payable hereunder principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and under not to those Banks with a Stated Termination Date occurring later), and (iii) if, in respect of any Change in Control, not all Banks are Exercising Banks, then payments due from the Notes Borrower pursuant to more than one Lender Party, Section 2.22 shall be distributed ratably among all such Exercising Banks (and not to such Lender Parties those Banks that are not Exercising Banks)) to the Banks for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, Bank to such Lender Party Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.08(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party Bank assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate (except during such times as the Base Rate is determined pursuant to clause (c) or clause (d) of the definition thereof), of Commitment Fees and of Letter of Credit fees shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or Rate, the Federal Funds Rate and or, during such times as the Base Rate is determined pursuant to clause (c) or clause (d) of fees and Letters of Credit commissions the definition thereof, the Base Rate shall be made by the Paying Agent Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Bank, 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, interest or fees or commissions are payable. Each determination by the Paying Agent (or in the case of Section 2.08, by a Bank) of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 interest, Commitment Fees and Letter of credit fee or commissionCredit fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Banks hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party Bank on such due date an amount equal to the amount then due such Lender PartyBank. If and to the extent that the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party Bank shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Party Bank until the date such Lender Party Bank repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), other Loan Documents not later than 12:00 noon (New York City time) 10:00 A.M. on the day when due in U.S. dollars Dollars to the Paying Administrative Agent at the Paying Agent’s Account its address referred to in Section 12.02 in same day funds, with except payments being to be made directly to any Issuing Bank as expressly provided herein; any payment received by the Paying Agent after such time being 10:00 A.M. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that any distribution of any payment from a Borrower required to be made to any Lender pursuant to the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent, the Administrative Agent shall pay to such Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by such Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon any Assuming Lender becoming the Administrative Agent’s acceptance of a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b12.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beLender Assignment, the Paying Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Each Borrower hereby authorizes the Administrative Agent, each Lender Party and each of its AffiliatesIssuing Bank, if and to the extent payment owed by such Borrower to the Administrative Agent, such Lender Party or such Issuing Bank, as the case may be, is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the any Promissory Note held by such Lender), to charge from time to time, to the fullest extent permitted by law, time against any or all of the such Borrower’s accounts with the Administrative Agent, such Lender Party or such Affiliate Issuing Bank, as the case may be, any amount so due. (c) All computations of interest based on the Alternate Base Rate (when the Alternate Base Rate is based on the Reference Rate) shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, . All other computations of interest and all fees hereunder (including computations of interest based on the Adjusted Eurodollar Rate or and the Federal Funds Rate and of fees and Letters of Credit commissions Effective Rate) shall be made by the Paying Administrative Agent on the basis of a year of 360 days. In each such case, in each case such computation shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, interest or fees or commissions are payable. Each such determination by the Paying Administrative Agent of an interest rate, fee or commission hereunder a Lender shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes any other Loan Document 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 beand fees hereunder; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment by such Borrower is due to the Lenders or any Lender Party Issuing Bank hereunder that the such Borrower will not make such payment in full, the Paying Administrative Agent may assume that the such Borrower has made such payment in full to the Paying Administrative Agent on such date date, and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender or such Lender Party Issuing Bank, as the case may be, on such due date an amount equal to the amount then due by such Borrower to such Lender Partyor such Issuing Bank (as the case may be). If and to the extent the such Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party or such Issuing Bank (as the case may be) shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party or such Issuing Bank (as the case may be), together with interest thereon, for each day from the date such amount is distributed to such Lender Party or such Issuing Bank (as the case may be) until the date such Lender Party or such Issuing Bank (as the case may be) repays such amount to the Paying Administrative Agent, at the Federal Funds Effective Rate. (f) If the Paying Agent receives at any time insufficient funds for application are received by and available to the Obligations Administrative Agent to pay fully all amounts of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to whichprincipal, or the manner in whichinterest and fees then due by any Borrower hereunder, such funds are to shall be appliedapplied (i) first, towards payment of interest and fees then due by such Borrower hereunder, ratably among the Paying Agent shall distribute such funds to each Lender Party ratably parties entitled thereto in accordance with the amounts of interest and fees then due from such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at Borrower to such time parties, and (ii) the aggregate Available Amount second, towards payment of all Letters of Credit principal then due and payable at by such timeBorrower hereunder, in repayment or prepayment of such of ratably among the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrowerparties entitled thereto.

Payments and Computations. (a) The Loans comprising each Borrowing shall be made pro rata among the Lenders according to their respective Ratable Share or on the basis of their respective outstanding Loans (in the case of continuations and conversions of Loans pursuant to Section 2.09), as the case may be from time to time. All payments of principal of and interest on account of any Obligations of the Borrower shall be made for the pro rata account of the Lenders based upon their respective share, if any, with respect to any such Obligation pursuant to which such payment was made, and all payments of Commitment Fees shall be made for the pro rata account of the Lenders (other than Defaulting Lenders) according to the amounts of their respective Commitments. (b) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or without set-off (except as otherwise provided in Section 2.15), or counterclaim not later than 12:00 noon 11:00 A.M. (New York City Charlotte, North Carolina time) on the day when due in U.S. dollars Dollars and immediately available funds to the Paying Administrative Agent (except as otherwise expressly provided herein as to payments required to be made directly to the Fronting Bank, the L/C Agent or any Lender) at the Paying Agent’s Account its address referred to in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business DaySection 8.02. The Paying Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interestinterest or Commitment Fees ratably (subject to Sections 2.02(b), commitment fees or any other obligation then payable hereunder 2.11, 2.14 and under 8.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.06(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) . The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and Administrative Agent will distribute to the extent payment owed Fronting Bank like amounts relating to such Lender Party is not payments made when due hereunder (after giving effect to any period the Administrative Agent for the account of grace) or, the Fronting Bank in the case of a Lendersame manner, under the Note held by such Lender, to charge from time to time, and subject to the fullest extent permitted by lawsame terms and conditions, against any or all as set forth hereinabove with respect to distributions of amounts to the Borrower’s accounts with such Lender Party or such Affiliate any amount so dueLenders. (c) All computations of interest based on the Base Prime Rate shall be made by the Paying Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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 interestinterest is payable. All computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of Commitment Fee shall be made by the Administrative Agent on the basis of a year of 360 days, fees for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commissions are fee is payable. Each determination by the Paying Administrative Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business Day, such payment due date shall be made on extended to the next succeeding Business Day, and any such extension of time such due date shall in such case be included in the computation of payment of interest or commitment or letter of credit fee or commissionCommitment Fee, as the case may be; provided, however, that, provided however that if such extension would cause payment of interest on or principal of or interest on any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders or the Fronting Bank hereunder that the Borrower will not make such payment in full, the Paying Administrative Agent may assume that the Borrower has made such payment in full to the Paying Administrative Agent on such date and the Paying Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party or the Fronting Bank on such due date an amount equal to the amount then due such Lender Partyor the Fronting Bank. If and to the extent that the Borrower shall not have so made such payment in full to the Paying Administrative Agent, each such Lender Party or the Fronting Bank, as applicable, shall repay to the Paying Administrative Agent forthwith on demand such amount distributed to such Lender Party or the Fronting Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Party or the Fronting Bank, as applicable, until the date such Lender Party or the Fronting Bank repays such amount to the Paying Administrative Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or if any, without set-off (except as otherwise provided in Section 2.15)or counterclaim, not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or any Facility Fees ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.04(c)(i), 2.04(d), 2.11, 2.14, 2.17 or 8.03(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.17 or as a result of a Commitment Increase pursuant to Section 2.182.19, and upon the Paying Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b8.06(d), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes Notes, if any, in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes (i) each Lender Party and Issuing Bank on behalf of each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made by the Borrower to the Paying Agent when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lenderhereunder, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s 's accounts with such Issuing Bank any amount so due and (ii) each Lender, if and to the extent payment is not made when due hereunder, to charge from time to time against any or all of the Borrower's accounts with such Lender Party or such Affiliate any amount so duedue to such Lender prior to any sharing under Section 2.13. Nothing contained in this subsection (b) shall impair the obligations of any Lender under Section 2.13, the rights of the Administrative Agents, the Paying Agent or any Lender under Section 8.04 or any other rights and remedies (including other rights of set-off) that the Administrative Agents, the Paying Agent or such Lender may have. (c) All computations of interest based on the Base Rate (when determined pursuant to clause (a) of the definition thereof) and fees shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Base Rate (when determined pursuant to clause (b) or (c) of the definition thereof), the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying 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, interest or facility fees or commissions are payable. Each determination by the Paying Agent of an interest rate, rate or fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes Notes, if any, 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 commissionfees, as the case may be; provided, however, that, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 a.m. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.04, 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.21, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Agent shall treat each Assuming Lender as the case may be, the Paying Agent a Lender under this Agreement and shall make all payments hereunder and under any Notes issued in connection therewith in respect of pro rata among the Lenders taking into account the interest assumed thereby to by the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.08(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its AffiliatesLender, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, time against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate and of fees and Letter of Credit commissions shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letters of Credit commissions shall be made by the Paying Agent on the basis of a year of 360 three hundred sixty (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, interest or fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party the Lenders hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If Subject to Section 6.04, if the Paying Agent receives funds for application to the Obligations of the Loan Parties Borrower under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Advances specify, or the Facility Borrower does not direct, the Revolving Loans to which, or the manner in which, such funds are to be applied, the Paying Agent may, but shall not be obligated to, elect to distribute such funds ratably to each Lender Party the outstanding Obligations, (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such Lender Party’s Pro Rata Share of the sum of (i) the aggregate principal amount of all Advances outstanding at such time parties, and (ii) the aggregate Available Amount second, toward payment of all principal and unreimbursed amounts drawn under Letters of Credit then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and such Letter of Credit obligations then due to such parties. (g) Except to the extent a time of payment of, or period within which payment is required in respect of, any amount payable hereunder or under any of the other Loan Documents is specified in any Loan Document, all amounts payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding. Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge all interest, fees, costs, expenses and other amounts payable hereunder or under any of the other Loan Documents when due and payable at to the loan account, provided, that, interest and fees (including pursuant to Sections 2.04(a), (b) and (c) and Section 2.07(a)(ii) above shall not be charged to any loan account until three (3) Business Days after Agent has provided Borrower with an invoice for any such timeamount. Any interest, in repayment or prepayment of such of the outstanding Advances fees, costs, expenses, or other Obligations then owing amounts payable hereunder or under any other Loan Document that are charged to such Lender Party a loan account shall thereupon constitute Loans hereunder and shall return any unused funds initially accrue interest at the rate then applicable to Loans that are Base Rate Revolving Loans (unless and until converted into Eurodollar Rate Revolving Loans in accordance with the Borrowerterms of this Agreement).

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15)off, not later than 12:00 noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Paying Agent at the Paying applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Paying Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Paying Agent will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Appropriate Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.182.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Paying Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Anniversary Date, as the case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b9.07(c), from and after the effective date of specified in such Assignment and Acceptance or purchase, as the case may beAssumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate Citibank’s announced base rate shall be made by the Paying Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or Eurocurrency Rate, the Federal Funds Rate or clauses (b) and (c) of the definition of Base Rate and of fees and Letters Letter of Credit commissions shall be made by the Paying Agent on the basis of a year of 360 daysdays (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (dc) Whenever any payment hereunder or under the Notes 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 interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (ed) Unless the Paying Agent shall have received notice from the any Borrower prior to the date on which any payment is due to any Lender Party the Appropriate Lenders hereunder that the such Borrower will not make such payment in full, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Appropriate Lender Party on such due date an amount equal to the amount then due such Lender PartyLender. If and to the extent the such Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at (i) the Federal Funds RateRate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (fe) If To the Paying extent that the Agent receives funds for application to the Obligations amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the Loan Parties under currency or currencies required to enable the Loan Documents under circumstances for which Agent to distribute funds to the Loan Documents do not specify Lenders in accordance with the Advances terms of this Section 2.13, the Agent shall be entitled to convert or the Facility to which, or the manner in which, exchange such funds are into Dollars or into a Committed Currency or from Dollars to be applieda Committed Currency or from a Committed Currency to Dollars, as the Paying case may be, to the extent necessary to enable the Agent shall to distribute such funds to each Lender Party ratably in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Appropriate Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender Party’s Pro Rata Share as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(e) or as a result of the sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such failure of the outstanding Advances Agent to effect any such conversion or other Obligations then owing exchange; and provided further that the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(e), absent gross negligence or willful misconduct on the part of the Agent or such Lender Party and shall return any unused funds to the BorrowerLender, respectively.