Common use of Payments, Computations, Etc Clause in Contracts

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available funds, in funds and any amount not received before such time shall be deemed received on the case of amounts due to a Lendernext Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.00% per annum above the Prime Rate, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved is not effectuated as a result of the failure to fulfill any condition under Section 3.2 (other than any condition that is waived by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated), as the case may be, on the date specified therefor, whichever of the Collateral Manager or the Borrower is at fault, such Person shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable Advance upon receipt by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableof documentation setting forth such costs.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited to the Deal Agent, the Lenders, the Backup Servicer, the Collateral Agent or the Servicer by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 11:00 a.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the applicable account specified on Schedule VIII hereto or such other account as the applicable Person may designate from time to time in writing to the Borrower, the Servicer and the Collateral Agent at least three (3) Business Days prior to the day on which such payment or deposit is due. Any amounts received in the case account of amounts due the Person entitled to a Lendersuch amount after 11:00 a.m. (New York City time) shall be deemed to be received on the next subsequent Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the applicable Secured Parties interest on all amounts not paid or deposited when due hereunder at a rate of 3.0% per annum above the Base Rate, payable on demand; provided, however, that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. All computations of which appear interest and all computations of Interest and other fees hereunder and under the Fee Letter shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any the Revolving Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 for any Funding Date is not, not made or effectuated for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated’s failure to honor its obligations hereunder, as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanthe Funding. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 1:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available funds, in funds and any amount not received before such time shall be deemed received on the case of amounts due to a Lendernext Business Day. The Borrower shall, to each the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 4.00% per annum above the Prime Rate, payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Funds if at any time such distribution is rescinded or required to be returned by any Lender at such Lender’s Account, to the details Borrower or any other Person for any reason. All computations of which appear interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be deemed due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by a Lender and the Administrative Agent and the Lenders pursuant to Section 2.01 2.2 is not, not for any reason other than due whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such Advance on the fault of a Lenderpart of, the Lenders, the Administrative Agent or the applicable Agentan Affiliate thereof as determined in a final decision by a court of competent jurisdiction, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by each Lender related thereto (other than any such Lenderloss, including cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof as determined in a final decision by a court of competent jurisdiction), including, without limitation, any loss (including loss cost of anticipated funds and reasonable out-of-pocket expenses but excluding lost profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Loan. (d) All payments hereunder Lender shall be made without set-off or counterclaim, subject provide to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the Borrower documentation setting forth the amounts otherwise specified of any loss, cost or expense referred to in the previous sentence, such documentation to be paid under this Agreementconclusive absent manifest error. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts (other than Advances) not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate and the Non-Usage Fee, which shall each be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs then due pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance, but excluding the Applicable Spread. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (New York City, New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a LenderAgent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Base Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.9(a)(8) or Section 2.10(a)(8), such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower Seller and approved by a Lender the Purchasers and the Administrative Agent Agent, pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchasers against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchasers including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach applicable Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate and the Non-Usage Fee, which shall each be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs then due pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance, but excluding the Applicable Spread. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Administrative Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent’s office specified in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear Schedule 10.1 not later than 4:00 P.M. on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Administrative Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and maintained with the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due (with notice to the fault of a LenderBorrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent or the applicable AgentLoans, made or effectuatedFees, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits interest or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (New York City, New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a LenderAgent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Base Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.9(a)(11) or Section 2.10(a)(11), as applicable (the parties hereto acknowledging that the Turbo Period has commenced on the Turbo Effective Date), such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower Seller and approved by a Lender the Purchasers and the Administrative Agent Agent, pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchasers against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchasers including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach applicable Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 11:00 a.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, funds to the Agent’s Account and the Deal Agent shall distribute such amounts actually received by it to the Persons entitled thereto no later than 2:00 p.m. (New York City time). Any amounts received in the case of Agent’s Account after 11:00 a.m. (New York City time) shall be deemed to be received on the next subsequent Business Day and the Deal Agent shall distribute such amounts due to a Lenderthe Persons entitled thereto no later than 2:00 p.m. (New York City time) on such next subsequent Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder 3.00% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at such Lender’s Account, any time exceed the details maximum rate permitted by Applicable Law. All computations of which appear interest and all computations of Interest and other fees hereunder and under the Fee Letter shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any the Revolving Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 for any Funding Date is not, not made or effectuated for any reason other than due the Lender’s failure to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuatedhonor its obligations hereunder, as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such the Lender against any reasonable loss, cost or expense incurred by such the Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such the Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the Lender to fund or maintain such Loanthe Funding. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Class A Lender Supplement or Class B Lender Supplement, as applicable, for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available funds, in funds and any amount not received before such time shall be deemed received on the case of amounts due to a Lendernext Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.00% per annum above the Prime Rate, payable on demand; provided that (i) such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law and (ii) such additional interest shall not accrue unless an Event of which appear Default then exists. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent Collateral Manager’s or the applicable AgentBorrower’s actions or failure to fulfill any condition under Section 3.2, made or effectuated(which, in the case of the Collateral Manager, is solely within the control of the Collateral Manager) as the case may be, on the date specified therefor, whichever of the Collateral Manager or the Borrower is at fault, such Person shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable Advance upon receipt by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableof documentation setting forth such costs.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Administrative Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in the case of amounts due to a LenderSection 11.1 not later than 2:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Administrative Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and maintained with the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due (with notice to the fault of a LenderBorrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent or the applicable AgentLoans, made or effectuatedFees, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits interest or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless Each payment on account of an amount due from the Borrower hereunder or under any other Credit Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Upon request, the Administrative Agent will give the Borrower a statement showing the computation used in calculating such amount, which statement shall be conclusive in the absence of manifest error. The obligation of the Borrower to make each payment on account of such amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result in the actual receipt by the Administrative Agent of the full amount in the appropriate currency payable hereunder. The Borrower agrees that its obligation to make each payment on account of such amount in the currency in which such amount is denominated shall be enforceable as an additional or alternative claim for recovery in such currency of the amount (if any) by which such actual receipt shall fall short of the full amount of such currency payable hereunder, and shall not be affected by judgment being obtained for such amount. (b) Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited in accordance with made to the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars Administrative Agent in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, not later than 2:00 P.M. (local time in the case of amounts due place where such payment is required to a Lenderbe made pursuant to this subsection (b)) on the date when due, to each Lender the account specified on Schedule 3.17(b) or at such Lender’s Account, other place as may be designated by the details of which appear on Administrative Agent to the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except Borrower in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is writing. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . In the event that Borrower desires to make any such extension payments hereunder by wire transfer initiated outside of time shall in such case be included in the computation of payment of Interest, other interest or United States that is originated by any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason Person other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified thereforBorrower, the Borrower shall indemnify such Lender against any reasonable lossprovide the Administrative Agent with one Business Day’s prior written notice containing the name, cost or expense incurred by such Lenderaddress, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason telephone and facsimile numbers of the liquidation or reemployment of deposits wire transfer originator and the originator’s relationship to the Borrower. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, Fees, interest or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders subject to the terms of Section 2.13 3.15(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Administrative Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in the case of amounts due to a LenderSection 11.1 not later than 2:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Administrative Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and maintained with the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due (with notice to the fault of a LenderBorrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent or the applicable AgentLoans, made or effectuatedLOC Obligations, as the case may beFees, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits interest or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent’s Account and the Deal Agent shall distribute such amounts actually received by it to the Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time). Any amounts received in the case of Agent’s Account after 11:00 a.m. (Charlotte, North Carolina time) shall be deemed to be received on the next subsequent Business Day and the Deal Agent shall distribute such amounts due to a Lenderthe Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time) on such next subsequent Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder 3.0% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at such Lender’s Account, any time exceed the details maximum rate permitted by Applicable Law. All computations of which appear interest and all computations of Yield and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan the Advance requested by the Borrower for any Funding Date and approved by a Lender and the Administrative Deal Agent pursuant to Section 2.01 2.1 and Section 2.3, is not, not made or effectuated for any reason other than due to the fault failure of a Lender, Administrative Agent the Lender or the applicable Agent, made or effectuatedDeal Agent to honor its obligations hereunder, as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanthe Funding. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided hereinprovided, all amounts to be paid or deposited payments by the Borrower pursuant to this Agreement or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Notes shall be paid made by the Borrower to the Administrative Agent for the pro rata account (determined using the Equivalent in Dollars of any portion of the Loans that are denominated in Euro) of and as agent for the Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or deposited in accordance with the terms hereof no counterclaim, not later than 12:00 p.m.noon, New York City London time, on the day when due in Dollars in immediately available funds, in the case of amounts due payments made in Euro, and 11:00 a.m. New York time, in the case of payments made in Dollars, on the date due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars or Euro, as applicable), to a Lendersuch account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender at its share, if any, of such Lender’s Accountpayments received by the Administrative Agent for the account of such Lender without any setoff, the details deduction or counterclaim. All interest and fees in respect of which appear Loans denominated in Dollars shall be paid in Dollars and all interest and fees in respect of Loans denominated in Euro shall be payable in Euro, and in each case shall be computed on the Lender Supplement basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such Lender. (b) interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where Day (unless the next succeeding Business Day would occur in is the succeeding first Business Day of a calendar month, in which case such payment shall be due made on the preceding Business Day or (iipreceding the first Business Day of such calendar month) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 3:00 p.m., New York City Atlanta, Georgia time, on the day when due in Dollars in immediately available funds, in funds to the case of amounts due to a Lender, to each Lender at such LenderAdministrative Agent’s Account, for further payment by the details of which appear on Administrative Agent to the Lender Supplement for Persons to who such Lenderamounts are due and payable. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 3:00 p.m., New York City Atlanta, Georgia time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault fault, gross negligence, or willful misconduct of a Lender, Administrative Agent Lender or the applicable Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such LenderLender (other than any loss, cost, or expenses solely due to the gross negligence or willful misconduct of such Lender or Administrative Agent), including any loss (including loss cost of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lenderand reasonable out-of-pocket expenses), cost cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. Each Lender seeking indemnification under this clause (c) shall provide to the Borrower with documentation setting forth in reasonable detail the amounts of any related loss, cost, or expense. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender or (ii) the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or is deemed to agree thatany Lender, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablecase may be.

Payments, Computations, Etc. (a) Unless otherwise expressly provided hereinin this Agreement or any other Loan Document, all amounts to be paid or deposited payments by the Borrower in respect of amounts of principal, interest and fees or any other applicable amounts owing to the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Lenders under any Loan Document shall be paid or deposited made by the Borrower to the Facility Agent for the account of the Lenders entitled to receive such payments and ratably in accordance with the terms hereof no respective amounts then due and payable to the Lenders. All such payments required to be made to the Facility Agent shall be made by the Borrower, without set-off, deduction or counterclaim, not later than 12:00 p.m.11:00 a.m., New York City time, on the date due, in same day when due in Dollars in or immediately available funds, funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in the case of amounts due to a LenderDollars), to each Lender at such Lender’s Account, account as the details of which appear Facility Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Lenders on the Lender Supplement for such Lendernext succeeding Business Day. (b) The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by paragraph (a) of the definition of the term "Interest Period") be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available funds, in funds and any amount not received before such time shall be deemed received on the case of amounts due to a Lendernext Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.00% per annum above the Prime Rate, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be deemed due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved is not effectuated as a result of the Collateral Manager’s or the Borrower’s actions or failure to fulfill any condition under Section 3.2 (other than any condition that is waived by a Lender and the Administrative Agent pursuant to Section 2.01 Agent) (which, in the case of the Collateral Manager, is not, for any reason other than due to solely within the fault control of a Lender, Administrative Agent or the applicable Agent, made or effectuated, Collateral Manager) as the case may be, on the date specified therefor, whichever of the Collateral Manager or the Borrower is at fault, such Person shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable Advance upon receipt by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableof documentation setting forth such costs.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 12:01 p.m., New York, New York City time, on the day when due in Dollars in immediately available fundsfunds to the depository account or accounts specified by each Lender. Except as otherwise provided in Section 2.07, in the case of amounts due Borrower shall, to a the extent permitted by Applicable Law, pay to the Lender, to each Lender interest on all amounts not paid or deposited when due hereunder at the Default Rate, payable on demand; provided, however, that such Lender’s Account, interest rate shall not at any time exceed the details of which appear on the Lender Supplement for such LenderMaximum Lawful Rate. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 12:01 p.m., New York, New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason (other than due to the fault gross negligence, bad faith or willful misconduct of a such Lender, Administrative Agent or the applicable Agent), made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All Except as otherwise provided herein, all payments hereunder shall be made without set-off (other than as provided by Section 2.16) or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any such party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the such related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided hereinprovided, all amounts to be paid or deposited payments by the Borrower pursuant to this Agreement or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Notes shall be paid made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or deposited in accordance with the terms hereof no counterclaim, not later than 12:00 p.m.11:00 a.m., New York City time, on the date due, in same day when due in Dollars in or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the case of amounts due to a Lenderimmediately preceding sentence, deemed received) remit in same day funds to each Lender at its share, if any, of such Lender’s Accountpayments received by the Administrative Agent for the account of such Lender without any setoff, the details of which appear deduction or counterclaim. All interest and fees shall be computed on the Lender Supplement basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such Lender. (b) interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term “Interest Period”) be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (cb) If any Loan requested Unless the FEC Counterparty shall have been notified by telephone, confirmed in writing, by FEC, the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable AgentBorrower by 5:00 p.m., London time, on the day prior to the date an amount is to be paid to the FEC Counterparty under the Loan Documents that FEC, the Administrative Agent or the Borrower will not make available the amount required to be paid to the FEC Counterparty on the date specified therefor, the FEC Counterparty may assume that such Person has made such amount available to the FEC Counterparty and, in reliance upon such assumption, make available to the Administrative Agent or effectuatedFEC, as the case may be, a corresponding amount. If and to the extent that such Person shall not have made such amount available to the FEC Counterparty, such Person and the recipient of such amount severally agree to pay to the FEC Counterparty forthwith on demand such corresponding amount together with an amount sufficient to indemnify the date specified therefor, the Borrower shall indemnify such Lender FEC Counterparty against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost it may have suffered or expense incurred by reason of its having paid out such amount prior to its receipt thereof and by reason of such amount and costs or losses not being paid to the liquidation FEC Counterparty forthwith upon demand. (c) On receipt of any payment from FEC under or reemployment in connection with the FEC Interest Equalization Documents in respect of deposits or other funds acquired interest, the FEC Counterparty shall, subject to Section 4.9(b), be obliged to pay such amount to the Administrative Agent for the sole purpose of enabling the Borrower to satisfy its payment obligations under this Agreement, including, for the avoidance of doubt, under Section 3.2.5. The FEC Counterparty shall make such amount available to the Administrative Agent (for the account of the Lenders) for same day value by transfer to such Lender account as the Administrative Agent may from time to fund or maintain time notify the FEC Counterparty. On receipt of such Loanamount from the FEC Counterparty, the Administrative Agent shall pay to the Lenders the portion of such amount which is to be paid to the Lenders. (d) All payments hereunder shall be made If the FEC Counterparty notifies the Administrative Agent that the FEC Counterparty is obliged to make a cash payment to FEC under the FEC Interest Equalization Documents (the “FEC Payment Amount”) by virtue of the FEC CIRR Rate and any other amount (including, without set-off or counterclaimlimitation, amounts paid in respect of withholding taxes) payable by the FEC Counterparty exceeding the sum of the LIBO Rate and the IEA Margin payable by FEC under the FEC Interest Equalization Documents, the Borrower and the Lenders hereby irrevocably direct the Administrative Agent, on receipt of the corresponding interest payment from the Borrower pursuant to Section 3.2 and subject to Section 2.144.9(b), and to make available to the FEC Counterparty for same day value by transfer to such account as the FEC Counterparty may from time to time notify to the Administrative Agent, an amount equal to the FEC Payment Amount due to FEC under or in such amounts as may be necessary in order that all such payments shall not be less than connection with the amounts otherwise specified to be paid under this AgreementFEC Interest Equalization Documents. (e) To The FEC Counterparty shall make all payments to the extent Administrative Agent (for the account of the Lenders) or FEC under this Agreement free and clear of any deduction or withholding except for any that (i) any Person makes a payment may be required by law. The FEC Counterparty shall have no obligation to any party hereto or (ii) any party hereto receives or is deemed to have received increase any payment made by it under this Agreement in the event of any withholding or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared deduction being required by law to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue made by it in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer respect of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablepayments.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.082.07, shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.142.13, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 2.12 or Section 2.142.13, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 2.12 or Section 2.142.13, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided hereinprovided, all amounts to be paid or deposited payments by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08this Agreement, the Notes or any other Loan Document shall be paid made by the Borrower to the Agent for the pro rata account of the Lenders entitled to receive such payment. (b) All such payments required to be made to the Agent shall be made, without setoff, deduction or deposited counterclaim, by means of wire transfer to be initiated (i) in accordance with the terms hereof no case of Loans denominated in Dollars, not later than 12:00 p.m., 11:00 a.m. (New York City time) and (ii) in the case of Loans denominated in a currency other than Dollars, not later than the time reasonably specified by the Agent, in each case on the date due, in same day when due in Dollars in or immediately available funds, in the case of amounts due applicable currency, to a Lendersuch account as the Agent shall specify from time to time by notice to the Borrower. Funds for which the wire transfer was initiated after the times specified in the preceding sentence shall be deemed to have been received by the Agent on the next succeeding Business Day. The Agent shall promptly remit in same day funds, in the applicable currency, to each Lender at its share, if any, of such Lender’s Account, payments received by the details Agent for the account of which appear on the Lender Supplement for such Lender. (bc) Whenever Subject to the calculation of interest provided in the definition of “Associated Costs”, all interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fees is payable over a year comprised of 360 days (or, in the case of interest on Base Rate Loans, 365 days or, if appropriate, 366 days). whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term “Interest Period”) be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other computing interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify in connection with such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanpayment. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees will use its best efforts to notify the Borrower of any event that will entitle such Lender to compensation or is deemed reimbursement (including on a prospective basis) pursuant to agree thatArticle IV hereof (including pursuant to Sections 4.5 and 4.6), as promptly as practicable after it obtains knowledge thereof, but the officer failure to give such notice shall not impair the right of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments compensation or reimbursement under Section 2.13 or Section 2.14this Section. (e) Each Lender shall determine the applicability of, and the amount due under, Article IV hereof (including Sections 4.5 and 4.6) consistent with the manner in which it shall, applies similar provisions and calculates similar amounts payable to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts it by other borrowers having in their credit agreements provisions comparable to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablethose contained in Article IV.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent’s Account and the Deal Agent shall distribute such amounts actually received by it to the Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time). Any amounts received in the case of Agent’s Account after 11:00 a.m. (Charlotte, North Carolina time) shall be deemed to be received on the next subsequent Business Day and the Deal Agent shall distribute such amounts due to a Lenderthe Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time) on such next subsequent Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder 3.0% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at such Lender’s Account, any time exceed the details maximum rate permitted by Applicable Law. All computations of which appear interest and all computations of Yield and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan the Advance requested by the Borrower for any Funding Date and approved by a Lender Lender, its Liquidity Agent and the Administrative Deal Agent pursuant to Section 2.01 2.1 and Section 2.3, is not, not for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanthe Funding. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, on behalf of the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 3:00 p.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds. The Borrower shall, to the extent permitted by law and, in accordance with the Priority of Payments, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder (including Subordinate Interest and Fees or other payments, the payment of which is deferred in accordance with the Priority of Payments by reason of insufficient Available Collections) at the rate per annum set forth in the Lenders Fee Letter, payable on demand; provided, however, that such interest rate shall not at any time exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed; provided that any computations of the Interest Rate using the Prime Rate shall be made on the basis of a year of 365 days (or, in the case of amounts due to an accrual period which occurs in a Lenderleap year, to each Lender at such Lender’s Account, 366 days) for the details actual number of which appear on days (including the Lender Supplement for such Lenderfirst but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included reflected in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be; provided, however, that if the preceding extension results in a Payment Date in respect of any Accrual Period occurring later than otherwise scheduled, Interest in respect of the following Accrual Period shall not begin to accrue until the date to which such Payment Date is extended. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made in accordance with the Priority of Payments and without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this AgreementAgreement (after withholding for or on account of any Taxes). (d) The Paying Agent shall distribute funds received by it for the account of other Persons entitled thereto (including such Paying Agent for its own account) as promptly as practicable after such receipt and in any event on the same Business Day on which such funds are received, if such receipt occurs no later than 3:00 p.m. (New York City time), and otherwise on the next succeeding Business Day, in accordance (where applicable) with the Priority of Payments. (e) To Neither the extent that (i) Borrower nor the Servicer shall be accountable or liable for any Person makes a payment use or application of any amounts paid to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds the Paying Agent or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to Lender in accordance with the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyTransaction Documents. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.2:00 p.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a Lenderapplicable Purchaser Agent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.9(a)(10) or Section 2.10(a)(9), such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower Seller and approved by a Lender the applicable Purchaser and the Administrative Agent Purchaser Agents, pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchaser including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the initial Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 2:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the initial Servicer, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at the Default Rate upon written notice of same, as applicable, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. (c) If any Loan Advance requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 2.2 is not, for not effectuated as a result of the Borrower’s actions or failure to fulfill any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuatedcondition under Section 3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender the applicable Lenders against any reasonable direct loss, cost or expense actually incurred by such LenderLenders, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Sellers or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.2:00 p.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a Lenderapplicable Purchaser Agent’s Account and if not received before such time shall be deemed received on the next Business Day. The Sellers shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to clause SEVENTH of Section 2.10, such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan the Advance requested by a Seller on the Borrower Closing Date and approved by a Lender the applicable Purchaser and the Administrative Agent pursuant to Section 2.01 Purchaser Agents is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified thereforClosing Date, the Borrower Sellers shall jointly and severally indemnify such Lender the applicable Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchaser including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) a. Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant Collateral Manager to Section 2.08, the Administrative Agent or the other Secured Parties hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 1:00 p.m. (New York City time, Time) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at the Interest Rate applicable during an Event of Default, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days) for such Lenderthe actual number of days elapsed. (b) b. Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. To the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest at the Interest Rate until repaid in full. (c) c. If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due 3.2 applicable to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuatedBorrower, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanLoan Advance. d. If at any time after the Effective Date, the Advances Outstanding hereunder are not allocated among the Lenders in accordance with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances Outstanding between themselves so that each Lender is then holding its relevant Pro Rata Share of Advances Outstanding based on its Commitments at such time (d) All payments hereunder such purchases and sales shall be made without set-off or counterclaimarranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, subject to Section 2.14if any, and as the Administrative Agent may reasonably request in such amounts as may be necessary in order that connection therewith), with all such payments shall not be less than the amounts otherwise specified subsequent extensions of credit under this Agreement to be paid under made in accordance with the respective Pro Rata Shares, of the Lenders from time to time party to this AgreementAgreement as provided herein. (e) To e. [Reserved]. f. In the extent that (i) event the Collateral Custodian receives instructions from the Collateral Manager or the Borrower which conflict with any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed instruction received by the related party. (f) Each Lender agrees or is deemed to agree thatAdministrative Agent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of Collateral Custodian shall rely on and follow the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable instructions given by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableAdministrative Agent.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder (other than payments in respect of Competitive Loans) shall be paid or deposited made to the Administrative Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in the case of amounts due to a LenderSchedule 2.1(a) not later than 4:00 P.M. (Boston, to each Lender at such Lender’s Account, the details of which appear Massachusetts time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Administrative Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and maintained with the Administrative Agent pursuant (with notice to Section 2.01 is notthe Borrower). The Borrower shall, for at the time it makes any reason payment under this Credit Agreement (other than due payments in respect of Competitive Loans), specify to the fault of a Lender, Administrative Agent or the applicable AgentLoans, made or effectuatedFees, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits interest or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Boston, Massachusetts time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 11:00 a.m. on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a LenderAgent’s Account and if not received before such time shall be deemed received on the next Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, payable on demand; provided, however, that such Lender’s Accountinterest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, the details Lender. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Distribution Date to satisfy the full amount of any Increased Costs pursuant to clause SIXTH of Section 2.10(a) or clause SIXTH of Section 2.11(a), such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by a the Lender and the Administrative Agent pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such the Lender and each Affected Party against any reasonable loss, cost or expense incurred by such Lenderthe Lender and each Affected Party including, including without limitation, Breakage Costs and any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such the Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the Lender to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 3:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in funds to the case of amounts due to a Lender, to each Lender at such LenderAdministrative Agent’s Account, for further payment by the details of which appear on Administrative Agent to the Lender Supplement for Persons to who such Lenderamounts are due and payable. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 3:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan[Reserved]. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender or Agent or (ii) the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender or Agent receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any Lender agrees or is deemed to agree thatAgent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablecase may be.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 3:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in funds to the case of amounts due to a Lender, to each Lender at such LenderAdministrative Agent’s Account, for further payment by the details of which appear on Administrative Agent to the Lender Supplement for Persons to who such Lenderamounts are due and payable. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 3:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault fault, gross negligence, or willful misconduct of a Lender, Administrative Agent Lender or the applicable Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such LenderLender (other than any loss, cost, or expenses solely due to the gross negligence or willful misconduct of such Lender or Administrative Agent), including any loss (including loss cost of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lenderand reasonable out-of-pocket expenses), cost cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. Each Lender seeking indemnification under this clause (c) shall provide to the Borrower with documentation setting forth in reasonable detail the amounts of any related loss, cost, or expense. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender or (ii) the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or is deemed to agree thatany Lender, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablecase may be.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.2:00 p.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a Lenderapplicable Purchaser Agent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to clause EIGHTH of Section 2.9(a) or clause NINTH of Section 2.10, such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower Seller and approved by a Lender the applicable Purchaser and the Administrative Agent Purchaser Agents pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchaser including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts (other than Advances) not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall each be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs then due pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance, but excluding the Applicable Spread. (d) All Any and all payments hereunder made by the Borrower under the Transaction Documents shall be made without set-off in Dollars. Any Collections on deposit in the Principal Collection Account denominated in EUR or counterclaim, subject to Section 2.14, and in GBP (or in such amounts other currencies as may be necessary agreed to by the Collateral Agent, the Administration Agent and the Borrower) may be converted by the Collateral Agent as directed (which direction may be in order that all such payments shall not the form of an email and may be less than the amounts otherwise specified to be paid under this Agreement. (ea standing direction) To the extent that by (i) any Person makes prior to the occurrence of a payment to any party hereto Default, Event of Default or Collateral Manager Default, the Collateral Manager and (ii) any party hereto receives on or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event a Default, Event of Default or Collateral Manager Default, the existence of Administrative Agent into Dollars on any Business Day (other than a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, Payment Date) pursuant to the extent not inconsistent with its internal policies definition of general application, use commercially reasonable efforts “USD Equivalent”. All risks and expenses incident to minimize costs, expenses and other amounts incurred by it and payable by such conversion are the responsibility of the Borrower pursuant to Section 2.13 and the Collateral Agent shall have no responsibility for fluctuations in exchange rates affecting any Collections or Section 2.14, as applicableconversion thereof and no liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant Collateral Manager to Section 2.08, the Administrative Agent or the other Secured Parties hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 1:00 p.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder (after giving effect to all grace periods) at the Interest Rate applicable during an Event of Default, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. To the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest at the Interest Rate until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due 3.2 applicable to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuatedBorrower, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including to the extent reasonable and documented (other than lost profits and any loss such loss, cost or expenses due to the gross negligence, bad faith, fraud or willful misconduct of any Lender (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner as determined by such Lendera court of competent jurisdiction in a final, non-appealable judgment)), including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence. (d) All payments If at any time after the Effective Date, the Advances Outstanding hereunder are not allocated among the Lenders in accordance with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances Outstanding between themselves so that each Lender is then holding its relevant Pro Rata Share of Advances Outstanding based on their Commitments at such time (such purchases and sales shall be made without set-off or counterclaimarranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, subject to Section 2.14if any, and as the Administrative Agent may reasonably request in such amounts as may be necessary in order that connection therewith), with all such payments shall not be less than the amounts otherwise specified subsequent extensions of credit under this Agreement to be paid under made in accordance with the respective Pro Rata Shares, of the Lenders from time to time party to this AgreementAgreement as provided herein. (e) To In the extent that (i) event the Collateral Custodian receives instructions from the Collateral Manager or the Borrower which conflict with any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed instruction received by the related partyAdministrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (f) Each Lender agrees or is deemed The Collateral Manager shall instruct the Collateral Custodian, no later than the Determination Date immediately preceding each Payment Date, to agree that, as promptly as practicable after convert amounts on deposit in the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of applicable Collection Account from an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, Approved Foreign Currency into Dollars to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts necessary to minimize costs, expenses and other amounts incurred by it and payable make the payments contemplated hereunder on the related Payment Date (as determined by the Borrower pursuant Collateral Manager using the Applicable Conversion Rate). All risks and expenses incident to Section 2.13 such conversion are the responsibility of the Borrower, and the Collateral Custodian shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or Section 2.14conversion thereof and (y) to the extent it complies with the instructions provided by the Collateral Manager, as applicableno liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder (other than payments in respect of Competitive Loans) shall be paid or deposited made to the Administrative Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in the case of amounts due to a LenderSchedule 2.1(a) not later than 4:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Administrative Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and maintained with the Administrative Agent pursuant (with notice to Section 2.01 is notthe Borrower). The Borrower shall, for at the time it makes any reason payment under this Credit Agreement (other than due payments in respect of Competitive Loans), specify to the fault of a Lender, Administrative Agent or the applicable AgentLoans, made or effectuatedFees, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits interest or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 2:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent’s Account. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 1% per annum above the applicable Interest Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be retained by the Deal Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Deal Agent of such overdue amount to the Secured Parties, in which case such interest accruing after such date shall be for the case of amounts due to a Lenderaccount of, and distributed by the Deal Agent, to each Lender at such Lender’s Account, the details Secured Parties. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. (c) If any Loan Advance requested by the Borrower and approved by a the Lender and the Administrative Deal Agent pursuant to Section 2.01 2.2, is not, not for any reason made or effectuated (other than due to willful misconduct by the fault of a Lender, Administrative Agent Lender or the applicable Deal Agent, made or effectuated, as the case may be, ) on the date specified therefor, the Borrower shall indemnify such the Lender against any reasonable loss, cost or expense incurred by such the Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such the Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the Lender to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 A.M. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent's Account. The Seller shall, to the extent permitted by law, pay to the Purchaser interest on all amounts not paid or deposited when due hereunder at 1% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable law. Such interest shall be retained by the Deal Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Deal Agent of such overdue amount to the Purchasers, in which case such interest accruing after such date shall be for the case account of, and distributed by the Deal Agent to the Purchasers. All computations of amounts due to a Lender, to each Lender at such Lender’s Account, the details interest and all computations of which appear Yield and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan Purchase or Incremental Purchase requested by the Borrower Seller and approved by a Lender Purchaser and the Administrative Deal Agent pursuant to Section 2.01 2.2, is not, for any reason other than due whatsoever related to a default or nonperformance by the fault of a Lender, Administrative Agent or the applicable AgentSeller, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe Purchaser, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lenderthe Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the Purchaser to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off Purchase or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effectIncremental Purchase, as if the case may be, during such payment or proceeds had not been received or deemed received by the related partyMonthly Period. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant Investment Manager to Section 2.08, the Administrative Agent or the other Secured Parties hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 1:00 p.m. (New York City time, Time) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Investment Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at the Interest Rate applicable during an Event of Default, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. To the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance. (d) All payments If at any time after the Closing Date, the Advances outstanding hereunder are not allocated among the Lenders in accordance with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances outstanding between themselves so that each Lender is then holding its relevant Pro Rata Share of Advances Outstanding based on their Commitments at such time (such purchases and sales shall be made without set-off or counterclaimarranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, subject to Section 2.14if any, and as the Administrative Agent may reasonably request in such amounts as may be necessary in order that connection therewith), with all such payments shall not be less than the amounts otherwise specified subsequent extensions of credit under this Agreement to be paid under made in accordance with the respective Pro Rata Shares of the Lenders from time to time party to this AgreementAgreement as provided herein. (e) To If the extent that (i) Administrative Agent disagrees with the computation of any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared amounts to be fraudulent paid or preferentialdeposited by the Borrower or the Investment Manager under Section 2.7 or Section 2.8 or otherwise pursuant to this Agreement, set aside or required to be repaid to a trusteeupon its respective instructions, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to it shall so notify the extent such payment or proceeds are set asideBorrower, the obligation or part thereof intended Investment Manager and the Collateral Custodian in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be satisfied resolved within two (2) Business Days, the determination of the Administrative Agent as to such amounts shall be revived conclusive and continue in full force and effect, as if such payment binding on the parties hereto absent manifest error. In the event the Collateral Custodian or proceeds had not been received the Account Bank receives instructions from the Investment Manager or deemed the Borrower which conflict with any instructions received by the related party. (f) Each Lender agrees or is deemed to agree thatAdministrative Agent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event Collateral Custodian or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited in accordance with made to the terms hereof no later than 12:00 p.m., New York City time, on the day when due Agent in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a LenderSchedule 2.1(a) not later than 2:00 P.M. (Cincinnati, to each Lender at such Lender’s Account, the details of which appear Ohio time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Agent (with notice to the Borrower). The Borrower shall, at the time shall in such case be included in it makes any payment under this Agreement, specify to the computation of payment of InterestAgent the Loans, other Fees, interest or any fee other amounts payable hereunder, as the case may be. (c) If any Loan requested by the Borrower hereunder to which such payment is to be applied (and approved by a Lender and in the Administrative event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent pursuant to Section 2.01 is not, for any reason other than due shall distribute such payment to the fault Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Cincinnati, Ohio time) on a LenderBusiness Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, Administrative Agent the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and Fees shall be made on the basis of actual number of days elapsed over a year of 360 days (or the applicable Agent, made 365 or effectuated366 days, as the case may be, in the case of Facility Fees and Base Rate Loans based on the Prime Rate). Interest shall accrue from and include the date specified thereforof borrowing, but shall exclude the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss date of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanpayment. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all All amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time may be deemed by the Administrative Agent to have been received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at the Interest Rate), payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. Any Aggregate Unpaids hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or required to be returned by any Lender at such Lender’s Account, to the details Borrower or any other Person for any reason. All computations of which appear interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.8(a)(1), such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.11(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower's actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender (other than any such Lenderloss, including cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including loss cost of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lenderand reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder Advance. Any such Lender shall be made without set-off or counterclaim, subject provide to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the Borrower documentation setting forth the amounts otherwise specified of any loss, cost or expense referred to in the previous sentence, such documentation to be paid under this Agreementconclusive absent manifest error. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Borrowers or the initial Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 2:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrowers or the initial Servicer, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Administrative Agent (for the benefit of the applicable Secured Parties) interest on all amounts not paid or deposited when due hereunder at the Default Rate upon written notice of same, as applicable, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. (c) If any Loan is requested by the Borrower and approved by a Lender and the Administrative Agent Borrowers pursuant to Section 2.01 2.2 and is not, for any reason other than due to the fault not effectuated as a result of a Lender, Administrative Agent Borrower’s actions or the applicable Agent, made or effectuatedfailure to fulfill any condition under Section 3.2, as the case may be, on the date specified therefor, the applicable Borrower shall indemnify such Lender the applicable Lenders against any reasonable direct loss, cost or expense actually incurred by such LenderLenders, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent’s Account and the Deal Agent shall distribute such amounts actually received by it to the Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time). Any amounts received in the case of amounts due Agent’s Account after 11:00 a.m. (Charlotte, North Carolina time) shall be deemed to a Lender, to each Lender at such Lender’s Account, the details of which appear be received on the Lender Supplement next subsequent Business Day and the Deal Agent shall distribute such amounts to the Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time) on such next subsequent Business Day. All computations of interest and all computations of Yield and other fees hereunder shall be made on the basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan the Advance requested by the Borrower for the Funding Date and approved by a Lender and the Administrative Deal Agent pursuant to Section 2.01 2.1, is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanthe Funding. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower to the Administrative Agent or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, other Secured Parties hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 1:00 p.m. (New York City time, Time) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds and any amount not received before such time shall be deemed received on the case of amounts due to a Lendernext Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at the Interest Rate applicable during an Event of Default, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. To the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest at the Interest Rate until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due 3.2 applicable to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuatedBorrower, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance. (d) All payments If at any time after the Effective Date, the Advances Outstanding hereunder are not allocated among the Lenders in accordance with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances Outstanding between themselves so that each Lender is then holding its relevant Pro Rata Share of Advances Outstanding based on their Commitments at such time (such purchases and sales shall be made without set-off or counterclaimarranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, subject to Section 2.14if any, and as the Administrative Agent may reasonably request in such amounts as may be necessary in order that connection therewith), with all such payments shall not be less than the amounts otherwise specified subsequent extensions of credit under this Agreement to be paid under made in accordance with the respective Pro Rata Shares, of the Lenders from time to time party to this AgreementAgreement as provided herein. (e) To In the extent that (i) event the Collateral Custodian receives instructions from the Collateral Manager or the Borrower which conflict with any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed instruction received by the related party. (f) Each Lender agrees or is deemed to agree thatAdministrative Agent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of Collateral Custodian shall rely on and follow the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable instructions given by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableAdministrative Agent.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.2:00 p.m. (New York, New York City time, Time) on the day when due in Dollars in immediately available fundsfunds to the Administrative Agent’s account. Except as otherwise provided in Section 2.6, in the case of amounts due Borrower shall instruct the Account Bank to, to a the extent permitted by law, pay to each Lender, to each Lender interest on all amounts not paid or deposited when due hereunder at the applicable Interest Rate, payable on demand; provided, however, that such Lender’s Account, Interest Rate shall not at any time exceed the details of which appear on the Lender Supplement for such LenderMaximum Lawful Rate. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m.2:00 p.m. (New York, New York City time, Time) such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan Draw requested by the Borrower Trust Administrator, on behalf of the Borrower, and approved by a Lender and the Administrative Agent Lenders pursuant to Section 2.01 2.1 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, not made or effectuated, as the case may be, due to the Borrower’s failure to satisfy, or continue to satisfy, the conditions to fund such Draw set forth in Section 2.1(a) on the date specified therefor, the Borrower shall indemnify such each Lender against any reasonable loss, cost or expense incurred by each such Lender, including the carrying costs of any loss funds raised by the Lenders in connection with such request until such funds can be redeployed (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender, but specifically excluding any loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by each such Lender to fund or maintain such LoanDraw. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Servicer, the Collateral Custodian, the Account Bank or any party hereto Lender or the Administrative Agent or (ii) the Borrower, the Servicer, the Collateral Custodian, the Account Bank or any party hereto Lender or the Administrative Agent receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or United States federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Borrower, the Servicer, the Collateral Custodian, the Account Bank or such Lender agrees or is deemed to agree thatthe Administrative Agent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablecase may be.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 3:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in funds to the case of amounts due to a Lender, to each Lender at such LenderAdministrative Agent’s Account, for further payment by the details of which appear on Administrative Agent to the Lender Supplement for Persons to who such Lenderamounts are due and payable. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 3:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault fault, gross negligence, or willful misconduct of an Agent, a Lender, Administrative Agent Lender or the applicable Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender (other than any loss, cost, or expenses solely due to the gross negligence or willful misconduct of such Lender, Agent, or Administrative Agent), including any loss (including loss cost of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lenderand reasonable out-of-pocket expenses), cost cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. Each Lender seeking indemnification under this clause (c) shall provide to the Borrower with documentation setting forth in reasonable detail the amounts of any related loss, cost, or expense. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender or Agent or (ii) the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any party hereto Lender or Agent receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian, or any Lender agrees or is deemed to agree thatAgent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablecase may be.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.2:00 p.m. (New York City, New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a Lenderapplicable Purchaser Agent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Base Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.9(a)(8) or Section 2.10(a)(8), such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower Seller and approved by a Lender the applicable Purchaser and the Administrative Agent Purchaser Agents, pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchaser including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a%4) Unless otherwise expressly provided hereinprovided, all amounts to be paid or deposited payments by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, this Agreement or any other Loan Document shall be paid made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Agent shall be made, without set-off, deduction or deposited in accordance with the terms hereof no counterclaim, not later than 12:00 p.m.11:00 a.m., New York City time, on the date due, in same day when due in Dollars in or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), in to such account as the case Facility Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Lenders on the next succeeding Business Day. a. (%5) Each Option A Lender hereby instructs the Facility Agent to remit all payments of amounts due interest made with respect to a any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the CIRR administrative fee of 0.20% if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (i) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. b. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender at its share, if any, of such Lender’s Accountpayments received by the Facility Agent for the account of such Lender without any set-off, the details of which appear deduction or counterclaim. All interest and fees shall be computed on the Lender Supplement basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such Lender. (b) interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term “Interest Period”) be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, on behalf of the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., p.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to each Lender’s Account of the Lenders entitled to such amounts. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, and in the case of any amounts due to a Lendernot paid or deposited under any Hedging Agreement, to interest at the “rate” specified in the applicable Hedging Agreement, in each Lender case, payable on demand; provided that such interest rate shall not at such Lender’s Account, any time exceed the details Maximum Lawful Rate. All computations of which appear interest and all computations of the Interest Rate and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by To the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is notextent permitted under Applicable Law, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All all payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. Agreement (e) To after withholding for or on account of any Taxes). Promptly following the extent that Collection Date, the Agent and each Lender (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or agent acting on any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, Lender’s behalf) shall ▇▇▇▇ each applicable Variable Funding Note “Paid” and return it to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyBorrower. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, on behalf of the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 3:00 p.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds. The Borrower shall, to the extent permitted by law and, in accordance with the Priority of Payments, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder (including payments that are deferred in accordance with the Priority of Payments by reason of insufficient Available Collections) at the rate per annum set forth in the Lenders Fee Letter, payable on demand; provided, however, that such interest rate shall not at any time exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed; provided that any computations of the Interest Rate using the Prime Rate shall be made on the basis of a year of 365 days (or, in the case of amounts due to an accrual period which occurs in a Lenderleap year, to each Lender at such Lender’s Account, 366 days) for the details actual number of which appear on days (including the Lender Supplement for such Lenderfirst but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included reflected in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be; provided, however, that if the preceding extension results in a Payment Date in respect of any Accrual Period occurring later than otherwise scheduled, Interest in respect of the following Accrual Period shall not begin to accrue until the date to which such Payment Date is extended. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made in accordance with the Priority of Payments and without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this AgreementAgreement (after withholding for or on account of any Taxes). (d) The Paying Agent shall distribute funds received by it for the account of other Persons entitled thereto (including such Paying Agent for its own account) as promptly as practicable after such receipt and in any event on the same Business Day on which such funds are received, if such receipt occurs no later than 3:00 p.m. (New York City time), and otherwise on the next succeeding Business Day, in accordance (where applicable) with the Priority of Payments. (e) To Neither the extent that (i) Borrower nor the Servicer shall be accountable or liable for any Person makes a payment use or application of any amounts paid to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds the Paying Agent or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to Lender in accordance with the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyTransaction Documents. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a LenderSchedule 2.1(a) not later than 4:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case . The Agent may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments but shall not be less than obligated to) debit the amounts otherwise specified amount of any such payment which is not made by such time to be paid any ordinary deposit account of the Borrower maintained with the Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, specify to the extent such payment Agent the Loans, Fees, interest or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall distribute such payment to the Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.12(a)). The Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.082.07, shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender▇▇▇▇▇▇’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.142.13, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 2.12 or Section 2.142.13, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 2.12 or Section 2.142.13, as applicable.

Payments, Computations, Etc. (a) a. Unless otherwise expressly provided hereinprovided, all amounts to be paid or deposited payments by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, this Agreement or any other Loan Document shall be paid made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Agent shall be made, without set-off, deduction or deposited in accordance with the terms hereof no counterclaim, not later than 12:00 p.m.11:00 a.m., New York City time, on the date due, in same day when due in Dollars in or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), in to such account as the case Facility Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of amounts due interest made with respect to a any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the CIRR administrative fee of 0.20% if interest on the Loan made by that ▇▇▇▇▇▇ is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender at its share, if any, of such Lender’s Accountpayments received by the Facility Agent for the account of such Lender without any set-off, the details of which appear deduction or counterclaim. All interest and fees shall be computed on the Lender Supplement basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such Lender. (b) interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term “Interest Period”) be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent's Account. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder 2.0% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be retained by the Deal Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Deal Agent of such overdue amount to the Secured Parties, in which case such interest accruing after such date shall be for the case of amounts due to a Lenderaccount of, and distributed by the Deal Agent, to each Lender at such Lender’s Account, the details Secured Parties. All computations of which appear interest and all computations of Yield and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan the Advance requested by the Borrower for the Funding Date and approved by a Lender and the Administrative Deal Agent pursuant to Section 2.01 2.1, is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanthe Funding. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas 61 USActive 60440347.7 applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts (other than Advances) not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate and the Non-Usage Fee, which shall each be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs then due pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance, but excluding the Applicable Spread. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein--------------------------- provided, all amounts to be paid or deposited payments by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, this Agreement or any other Loan Document shall be paid made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such --- ---- payments required to be made to the Administrative Agent shall be made, without setoff, deduction or deposited in accordance with the terms hereof no counterclaim, not later than 12:00 p.m.noon, New York City time, on the date due, in same day when due in Dollars or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. The failure of the Borrower to make any such payment by such time shall not constitute a Default hereunder, provided that such payment is received by the Administrative Agent in immediately available fundsfunds by 4:00 p.m. on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Obligations unless the Administrative Agent in fact was able to remit to each Lender its pro-rata share of such payment by 4:00 p.m. on such due date. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender. All interest (including interest on LIBO Rate Loans) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of amounts due to interest on a LenderBase Rate Loan (calculated at other than the Federal Funds Rate) and fees, to each Lender at such Lender’s Account365 days or, the details of which appear on the Lender Supplement for such Lender. (b) if appropriate, 366 days). Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term "Interest Period") be made, without penalty, made ---------- on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided hereinprovided, all amounts payments by a Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by such Borrower to the Agent for the account of each Lender in the amount of its Percentage thereof. All such payments required to be paid or deposited by made to the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment Agent shall be made, without penaltysetoff, deduction or counterclaim, not later than 12:30 p.m., Chicago, Illinois time, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar monthdate due, in which case same day or immediately available funds, to such payment account as the Agent shall be due on specify from time to time by notice to the preceding Business Day or (ii) is Company. Funds received after 12:00 p.m., New York City time, such payment that time shall be deemed to have been received by the Agent on the next succeeding Business Banking Day. The Company hereby authorizes the Agent and the Agent may, in its sole and absolute discretion, provide for the payment of any amounts required to be paid in Dollars which are due under this Agreement or the other Loan Documents, by debiting the Demand Deposit Account for the amount then due; PROVIDED, however, that the failure of the Company to maintain sufficient balances in the Demand Deposit Account to provide for such payment shall not affect any Borrower's obligation to pay when due all amounts payable by such Borrower hereunder or under any other Loan Document. The Agent shall remit to each Lender, not later than 5:00 p.m. Chicago, Illinois time on the Banking Day received (the Banking Day of receipt to be determined pursuant to this SECTION 4.7), same day funds in an amount equal to such Lender's share, if any, of such payments received by the Agent from a Borrower for the account of such Lender. Whenever any payment to be made shall otherwise be due on a day which is not a Banking Day, such payment shall (except as otherwise required by CLAUSE (C) of the definition of the term "INTEREST PERIOD" with respect to Eurodollar Rate Loans or Eurocurrency Rate Loans) be made on the next succeeding Banking Day and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, on behalf of the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 10:00 a.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent’s Account. The Borrower shall, to the extent permitted by law, pay to the Administrative Agent for the account of the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Alternate Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 365 days (or, in the case of amounts due to an accrual period which occurs in a Lenderleap year, to each Lender at such Lender’s Account366 days) for the actual number of days (including the first but excluding the last day) elapsed; provided that any computations of the Interest Rate or other interest using the CP Rate, the details of which appear Adjusted Eurodollar Rate or the LIBO Rate shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included reflected in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be; provided, however, that if the preceding extension results in a Payment Date in respect of any Accrual Period occurring later than otherwise scheduled, Interest in respect of the following Accrual Period shall not begin to accrue until the date to which such Payment Date is extended. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this AgreementAgreement (after withholding for or on account of any Taxes). (d) On or before the Closing Date, the Administrative Agent shall establish and thereafter maintain in its name, with an office or branch of a depository institution or trust company organized under the laws of the United States or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank) a segregated account (the “Agent’s Account”) for the purpose of receiving payments that, as provided herein, are to be paid to the Agent’s Account; provided, however, that at all times such depository institution or trust company shall be a Qualified Institution. The initial Agent’s Account is account number 112880000 at U.S. Bank National Association in the name of Rabobank, as Administrative Agent. The Administrative Agent shall provide the Borrower and the Servicer with notice of any change in the location or account number of the Agent’s Account. Payments to the Agent’s Account hereunder shall be made by wire transfer of immediately available funds to U.S. Bank National Association, ABA No. ▇▇▇▇▇▇▇▇▇, Account Name: Structured Finance Wire Clearing Account, Account No. 173103322058, Reference #112880000 Rabobank Acct. (e) To The Administrative Agent shall distribute funds received by it in the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, Agent’s Account to the extent such payment applicable Lender or proceeds are set aside, other Person entitled thereto (including the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (fAdministrative Agent for its own account) Each Lender agrees or is deemed to agree that, as promptly as practicable after such receipt and in any event on the officer same Business Day on which such funds are received, if such receipt occurs no later than 10:00 a.m. (New York City time), and otherwise on the next succeeding Business Day, in accordance (where applicable) with the order of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under priority set forth in Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable2.8.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.2:00 p.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a Lenderapplicable Purchaser Agent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.9(a)(8) or Section 2.10(a)(8), such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower Seller and approved by a Lender the applicable Purchaser and the Administrative Agent Purchaser Agents, pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchaser including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, shall be paid or deposited in accordance with the terms hereof no later than 12:00 2:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 2:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent Lender or the applicable Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party.be (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Each payment on account of an amount due from the Borrower hereunder or under any other Credit Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein. Upon request, the Administrative Agent will give the Borrower a statement showing the computation used in calculating such amount, which statement shall be conclusive in the absence of manifest error. The obligation of the Borrower to make each payment on account of such amount shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, except to the extent such tender or recovery shall result in the actual receipt by the Administrative Agent of the full amount payable hereunder. The Borrower agrees that its obligation to make each payment on account of such amount shall be enforceable as an additional or alternative claim for recovery of the amount (if any) by which such actual receipt shall fall short of the full amount payable hereunder, and shall not be affected by judgment being obtained for such amount. (b) Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited in accordance with made to the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars Administrative Agent in immediately available funds, without offset, deduction, counterclaim, or withholding of any kind, not later than 2:00 P.M. (local time in the case of amounts due place where such payment is required to a Lenderbe made pursuant to this subsection (b)) on the date when due, to each Lender the account specified on Schedule 3.17(b) or at such Lender’s Account, other place as may be designated by the details of which appear on Administrative Agent to the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except Borrower in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is writing. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day. The Borrower shall, and at the time it makes any such extension of time shall in such case be included in the computation of payment of Interestunder this Credit Agreement, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and specify to the Administrative Agent pursuant to Section 2.01 is notthe Loans, for any reason other than due to the fault of a LenderFees, Administrative Agent or the applicable Agentinterest, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders subject to the terms of Section 2.13 3.15(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans that shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a LenderSection 11.1 not later than 2:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case . The Agent may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments but shall not be less than obligated to) debit the amounts otherwise specified amount of any such payment which is not made by such time to be paid any ordinary deposit account of the Borrower maintained with the Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, specify to the extent such payment Agent the Loans, LOC Obligations, Fees, interest or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall distribute such payment to the Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.11(a)). The Agent will distribute such payments to such Lenders, if such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Issuer or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 A.M. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent's Account. The Issuer shall, to the extent permitted by law, pay to the Purchasers interest on all amounts not paid or deposited when due hereunder at 1% per annum above the Base Rate, payable on demand; PROVIDED, HOWEVER, that such interest rate shall not at any time exceed the maximum rate permitted by applicable law. Such interest shall be retained by the Deal Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Deal Agent of such overdue amount to the Purchasers, in which case such interest accruing after such date shall be for the case account of, and distributed by the Deal Agent to the Purchasers. All computations of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear interest and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower Issuer and approved by a Lender Purchaser and the Administrative Deal Agent pursuant to Section 2.01 2.2 is not, for any reason other than due whatsoever related to a default or nonperformance by the fault of a Lender, Administrative Agent or the applicable AgentIssuer, made or effectuated, as the case may be, on the date specified therefor, the Borrower Issuer shall indemnify such Lender Purchaser against any reasonable loss, cost or expense incurred by such LenderPurchaser, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such LenderPurchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Purchaser to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if the case may be, during such payment or proceeds had not been received or deemed received by the related partyInterest Accrual Period. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided hereinprovided, all amounts payments by the Company pursuant to this Agreement or any other Loan Document shall be made by the Company to the Agent for the pro rata account of the Lenders entitled to receive such payment. Except for Proceeds received directly by the Agent, all such payments required to be paid or deposited by made to the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Agent shall be paid made, without setoff, deduction or deposited in accordance with the terms hereof no counterclaim, not later than 12:00 p.m.9:30 a.m., New York City San Francisco time, or, with respect to payments which are to be funded by other Credit Extensions, 10:30 a.m., San Francisco time, in either case on the date due, in same day when due in Dollars in or immediately available funds, in to such account as the case of amounts due Agent shall specify from time to a Lender, time by written notice to the Company. Funds received after that time shall be deemed to have been received by the Agent on the next succeeding Business Day. The Agent shall promptly remit to each Lender at such Lender’s Account's share, if any, of such payments received by the Agent not later than 9:30 a.m., San Francisco time, or 10:30 a.m., San Francisco time, as applicable, for the account of such Lender in same day funds on the day received. If the Agent fails so to remit such funds to such Lender, the details of which appear Agent shall pay to such Lender interest on the Lender Supplement for amount of such Lender. 's share of such payments at the daily average Federal Funds Rate for the first day on which such failure continues and thereafter at the rate then applicable to the payment being made, excluding the day on which such remittance is made. All interest and commitment fees shall be computed on the basis of the actual number of days (bincluding the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (b) of the definition of the term "Interest Period" with respect to LIBO Rate Loans) be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (cb) If after receipt of any Loan requested by payment of, or Proceeds applied to the Borrower and approved by a Lender and payment of, all or any part of the Administrative Obligations, the Lenders, the Issuer Bank, or the Agent pursuant to Section 2.01 is not, for any reason other than due compelled to the fault of a Lender, Administrative Agent surrender such payment or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment Proceeds to any party hereto or (ii) any party hereto receives or is deemed to have received any Person, because such payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently Proceeds is invalidated, declared to be fraudulent or preferentialfraudulent, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, determined to be void or voidable as a preference, impermissible set off, or a diversion of trust funds, or for any other reason, the obligation Obligations or part thereof intended to be satisfied shall be revived and continue and this Agreement shall continue in full force and effect, as if such payment or proceeds Proceeds had not been received or deemed received by the related party. (f) Each Lender agrees Lenders, the Issuer Bank, or is the Agent; and the Company shall be liable to the Lenders, the Issuer Bank, and the Agent, and hereby does indemnify the Lenders, the Issuer Bank, and the Agent and hold the Lenders, the Issuer Bank, and the Agent harmless for, the amount of such payment or Proceeds surrendered. The provisions of this Section 4.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders, the Issuer Bank, and the Agent in reliance upon such payment or Proceeds, and any such contrary action so taken shall be without prejudice to the rights of the Lenders, the Issuer Bank, and the Agent under this Agreement and shall be deemed to agree that, as promptly as practicable after the officer of have been conditioned upon such Lender responsible for administering its Loans becomes aware of the occurrence of an event payment or the existence of a condition that would cause such Lender to Proceeds having become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses final and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableirrevocable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate and the Non-Usage Fee, which shall each be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance, but excluding the Applicable Spread. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a LenderSchedule 2.1(a) not later than 2:00 P.M. --------------- (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case . The Agent may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments but shall not be less than obligated to) debit the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) amount of any Person makes a such payment which is not made by such time to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver ordinary deposit account of the Borrower or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, Credit Party maintained with the Agent (with notice to the extent Borrower or such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it other Credit Party). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the extent not inconsistent with its internal policies of general applicationAgent the Loans, use commercially reasonable efforts to minimize costsLOC Obligations, expenses and Fees, interest or other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall distribute such payment to the Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.13(a)). The Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 11:00 A.M. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of Agent's Account (other than amounts due payable to a Lenderany Hedge Counterparty which shall be paid directly thereto). The Seller shall, to each Lender the extent permitted by law, pay interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Alternate Reference Rate, payable on demand; provided, however, that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by applicable law. All computations of which appear interest and all computations of Yield and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan Purchase or Incremental Purchase requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 Seller, is not, for any reason other than due whatsoever related to a default or nonperformance by the fault of a Lender, Administrative Agent or the applicable AgentSeller, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender MSFC against any reasonable loss, cost or expense incurred by such LenderMSFC, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such LenderMSFC), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender MSFC to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off Purchase or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effectIncremental Purchase, as if the case may be, during such payment or proceeds had not been received or deemed received by the related partyMonthly Period. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant Collateral Manager to Section 2.08, the Administrative Agent or the other Secured Parties hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 1:00 p.m. (New York City time, Time) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at the Interest Rate applicable during an Event of Default, payable on demand; provided that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. To the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance. (d) All payments If at any time after the Closing Date, the Advances outstanding hereunder are not allocated among the Lenders in accordance with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances outstanding between themselves so that each Lender is then holding its relevant Pro Rata Share of Advances Outstanding based on their Commitments at such time (such purchases and sales shall be made without set-off or counterclaimarranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, subject to Section 2.14if any, and as the Administrative Agent may reasonably request in such amounts as may be necessary in order that connection therewith), with all such payments shall not be less than the amounts otherwise specified subsequent extensions of credit under this Agreement to be paid under made in accordance with the respective Pro Rata Shares of the Lenders from time to time party to this AgreementAgreement as provided herein. (e) To If the extent that (i) Administrative Agent disagrees with the computation of any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared amounts to be fraudulent paid or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable deposited by the Borrower or the Collateral Manager under Section 2.7 or Section 2.8 or otherwise pursuant to Section 2.13 this Agreement, or Section 2.14upon its respective instructions, as applicable.it shall so notify the Borrower, the Collateral Manager and the Collateral Custodian in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two [Investcorp] Loan and Security Agreement

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (New York City, New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a LenderAgent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Base Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each Lender at such Lender’s Account, the details applicable Purchaser. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.9(a)(11) or Section 2.10(a)(11), such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full. (c) If any Loan Advance requested by the Borrower Seller and approved by a Lender the Purchasers and the Administrative Agent Agent, pursuant to Section 2.01 2.3 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchasers against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchasers including, including without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lendereach applicable Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 3:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in funds to the case of amounts due to a Lender, to each Lender at such Lender’s Administrative Agent's Account, for further payment by the details of which appear on Administrative Agent to the Lender Supplement for Persons to who such Lenderamounts are due and payable. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be.in (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of an Agent, a Lender, Administrative Agent Lender or the applicable Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any party hereto Lender or Agent or (ii) the Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any party hereto Lender or Agent receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Borrower, the Administrative Agent, the Servicer, the Backup Servicer, the Collateral Custodian or any Lender agrees or is deemed to agree thatAgent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablecase may be.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.noon (Charlotte, New York City North Carolina time, ) on the day when due in Dollars in immediately available fundsfunds to the Administrative Agent’s Account. Except as otherwise provided in Section 2.6, in the case of amounts due to a LenderBorrower shall, to each Lender at such Lender’s Accountthe extent permitted by law, the details of which appear on pay to the Lender Supplement for interest on all amounts not paid or deposited when due hereunder at a rate per annum equal to the sum of (1) the Base Rate and (2) 4.50%, payable on demand; provided, however, that such Lenderinterest rate shall not at any time exceed the Maximum Lawful Rate. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m.noon (Charlotte, New York City North Carolina time, ) such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a the Lender and the Administrative Agent pursuant to Section 2.01 2.1 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, not made or effectuated, as the case may be, due to the Borrower’s failure to satisfy, or continue to satisfy, the conditions to fund such Loan on the date specified therefordate, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian or the Lender or the Administrative Agent or (ii) any party hereto the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian or the Lender or the Administrative Agent receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or United States federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Borrower, the Servicer, the Backup Servicer, the Collateral Custodian or the Lender agrees or is deemed to agree thatthe Administrative Agent, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicablecase may be.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, on behalf of the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 3:00 p.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds. The Borrower shall, to the extent permitted by law and, in accordance with the Priority of Payments, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder (including Subordinate Interest and Fees or other payments, the payment of which is deferred in accordance with the Priority of Payments by reason of insufficient Available Collections) at the rate per annum set forth in the Lenders Fee Letter, payable on demand; provided, however, that such interest rate shall not at any time exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 365 days (or, in the case of amounts due to an accrual period which occurs in a Lenderleap year, to each Lender at such Lender’s Account, 366 days) for the details actual number of which appear days (including the first but excluding the last day) elapsed; provided that any computations of the Interest Rate using the LIBO Rate shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included reflected in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be; provided, however, that if the preceding extension results in a Payment Date in respect of any Accrual Period occurring later than otherwise scheduled, Interest in respect of the following Accrual Period shall not begin to accrue until the date to which such Payment Date is extended. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made in accordance with the Priority of Payments and without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this AgreementAgreement (after withholding for or on account of any Taxes). (d) The Paying Agent shall distribute funds received by it for the account of other Persons entitled thereto (including such Paying Agent for its own account) as promptly as practicable after such receipt and in any event on the same Business Day on which such funds are received, if such receipt occurs no later than 3:00 p.m. (New York City time), and otherwise on the next succeeding Business Day, in accordance (where applicable) with the Priority of Payments. (e) To Neither the extent that (i) Borrower nor the Servicer shall be accountable or liable for any Person makes a payment use or application of any amounts paid to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds the Paying Agent or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to Lender in accordance with the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyTransaction Documents. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Collateral Manager hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of USActive 55525956.12 55 the United States in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, in the case of amounts due to a Lenderas applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts (other than Advances) not paid or deposited when due hereunder at 5.25% per annum above the Prime Rate, payable on demand; provided that, such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate and the Non-Usage Fee, which shall each be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs then due pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such LoanAdvance, but excluding the Applicable Spread. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited in accordance with made to the terms hereof no later than 12:00 p.m., New York City time, on the day when due Administrative Agent in Dollars and in immediately available funds, without condition or deduction for any counterclaim, defense, recoupment or setoff, at the Administrative Agent’s office specified in the case of amounts due to a LenderSection 11.1 not later than 2:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Administrative Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and maintained with the Administrative Agent pursuant (with notice to the Borrower). Subject to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor3.3(c), the Borrower shall indemnify such Lender against shall, at the time it makes any reasonable losspayment under this Credit Agreement, cost or expense incurred by such Lenderspecify to the Administrative Agent the Loans, including any loss (including loss of anticipated profitsLOC Obligations, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)Fees, cost or expense incurred by reason of the liquidation or reemployment of deposits interest or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that the Borrower fails to so specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.13(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 2:00 P.M. (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension). Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of the actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.082.07, shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars in immediately available funds, in the case of LEGAL02/41783784v7 LEGAL02/42659596v2 amounts due to a Lender, to each Lender at such Lender▇▇▇▇▇▇’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.142.13, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 2.12 or Section 2.142.13, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 2.12 or Section 2.142.13, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Borrowers hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.2:00 p.m. (New York, New York City time, ) on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m.2:00 p.m. (New York, New York City time, ) such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off set‑off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (ed) To the extent that (i) any Person makes a payment to the Borrowers, or any party hereto Lender or (ii) the Borrowers or any party hereto Lender receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or United States federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees Borrowers, or is deemed to agree thatsuch Lender, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.case may be. |US-DOCS\157718784.5|| | DATE \@ "HH:mm" 22:02|

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Issuer or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 11:00 a.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to an account maintained by the Subclass A-1 Note Purchaser as shown on Schedule 1 hereto, or such other account designated from time to time by the Subclass A-1 Note Purchaser. The Issuer shall, to the extent permitted by law, pay to the Subclass A-1 Note Purchaser Default Interest at the Overdue Rate as provided in the case Indenture; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable law. All computations of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear interest and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. (c) If any Loan Funding requested by the Borrower Issuer and approved by a Lender and the Administrative Agent Subclass A-1 Note Purchaser pursuant to Section 2.01 2.04, is not, for any reason other than due whatsoever related to a default or nonperformance by the fault of a Lender, Administrative Agent or the applicable AgentIssuer, made or effectuated, as the case may be, on the date specified therefor, the Borrower Issuer shall indemnify such Lender the Subclass A-1 Note Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe Subclass A-1 Note Purchaser, including including, without limitation, any loss (including excluding loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the Subclass A-1 Note Purchaser to fund or maintain such LoanFunding during such Interest Accrual Period. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.10:00 A.M. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, in funds to the case of amounts due to a LenderAgent's Account. The Borrower shall, to each the extent permitted by law, pay to the Lender interest on all amounts not paid or deposited when due hereunder at 1% per annum above the Base Rate, payable on demand; provided, however, that such Lender’s Account, interest rate shall not at any time exceed -------- ------- the details maximum rate permitted by applicable law. All computations of which appear interest and all computations of the Interest Rate and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To . Promptly following the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligationCollection Date, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, the Deal Agent shall ▇▇▇▇ the Notes "Paid" and return them to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyBorrower. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all All amounts to be transferred or paid or deposited by the Borrower Transferor or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, the Agent or any other Person hereunder shall be paid to or deposited with the Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, noon on the day when due in Dollars in immediately available funds, in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever The Transferor shall, to the extent permitted by law, pay interest on all amounts due to any payment Purchaser Party and which are not paid or deposited when due hereunder (i) shall be stated to be due at the Default Rate on a day other than a Business Day, such payment shall be made, without penalty, on demand by the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may beAgent. (c) If any Loan requested The Servicer shall, to the extent permitted by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is notlaw, for any reason other than pay interest on all amounts due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits Purchaser Party and which are available in the reemployment of such funds in the manner determined by such Lender)Concentration Account, cost Collection Accounts, Agent's Account or expense incurred Cash Collateral Account, and which are not applied when due hereunder by reason of any act or omission of the liquidation or reemployment of deposits or other funds acquired Servicer, at the Default Rate on demand by such Lender to fund or maintain such Loanthe Agent. (d) All payments hereunder computations of interest, Yield, and Fees shall be made without set-off or counterclaim, subject to Section 2.14, and in such on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed. Any amounts as may be necessary in order due hereunder on a day that all such payments is not a Business Day shall not be less than the amounts otherwise specified to be paid under this Agreementon the next Business Day. (e) To If the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received Servicer shall not make any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to hereunder in respect of the extent Purchased Interest because Purchaser Collections through the relevant day were less than the aggregate amounts payable and the Transferor does not make such payment or proceeds are set asidepayment, the obligation or part thereof intended to be satisfied next available Purchaser Collections shall be revived applied to such payment, and continue no Reinvestment shall be permitted hereunder until such amount payable has been paid in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyfull. (f) Each Lender agrees or All payments to Purchaser Parties pursuant to this Agreement shall be made pro rata among the Purchaser Parties as their interests may appear in accordance with the respective amounts owed to them, subject to the applicable priorities set forth herein. (g) On any date on which a payment to the Purchaser Parties hereunder is deemed due, the Agent may (but in no event shall be required to) assume that such payment has been made available to agree that, as promptly as practicable after the officer Agent on the date of such Lender responsible for administering its Loans becomes aware of payment in accordance with Section 7.01(a) above, and the occurrence of an Agent may (but in no --------------- event or the existence shall be required to), in reliance upon such assumption, make payment of a condition that would cause such Lender corresponding amount to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, the applicable Purchaser Parties. If and to the extent any such amounts shall not inconsistent have been made available to the Agent, each Purchaser Party irrevocably and unconditionally agrees to repay to the Agent, forthwith upon demand, the amount of such payment received by such Purchaser Party together with its internal policies of general applicationinterest thereon, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable for each day from the date such payment is made by the Borrower pursuant Agent until the date such amount is repaid to Section 2.13 or Section 2.14the Agent, as applicableat a rate equal to the Federal Funds Rate.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York, New York City time, on the day when due in Dollars in immediately available fundsfunds to the depository account or accounts specified by the Administrative Agent of the Lender. Except as otherwise provided in Section 2.07, in the case of amounts due to a LenderBorrower shall, to each Lender at such Lender’s Accountthe extent permitted by Applicable Law, the details of which appear on pay to the Lender Supplement for interest on all amounts not paid or deposited when due hereunder at the Default Rate, payable on demand; provided, however, that such Lenderinterest rate shall not at any time exceed the Maximum Lawful Rate. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, made on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York, New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason (other than due to the fault gross negligence, bad faith or willful misconduct of a such Lender, Administrative Agent or the applicable Agent), made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All Except as otherwise provided herein, all payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement.. 155673.00101/154424345v.13 (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any such party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the such related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all All amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 2:00 p.m. on the day when due in Dollars lawful money of the United States or in such other Eligible Currency in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Servicer, in the case of amounts due to a Lenderas applicable, shall, to each the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at the Interest Rate), payable on demand; provided that, such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. Any Aggregate Unpaids hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or required to be returned by any Lender at such Lender’s Account, to the details Borrower or any other Person for any reason. All computations of which appear interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the USActive 57833767.7 Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.7(4) and Section 2.8(a)(1), such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.11(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender (other than any such Lenderloss, including cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Lender Agents, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including loss cost of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lenderand reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder Advance. Any such Lender shall be made without set-off or counterclaim, subject provide to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the Borrower documentation setting forth the amounts otherwise specified of any loss, cost or expense referred to in the previous sentence, such documentation to be paid under this Agreementconclusive absent manifest error. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Each payment on account of an amount due from the Borrowers hereunder or under any other Credit Document shall be made by the Borrowers to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein. Upon request, the Administrative Agent will give the Company a statement showing the computation used in calculating such amount, which statement shall be conclusive in the absence of manifest error. Each Borrower agrees that its obligation to make each payment on account of such amount shall be enforceable as an additional or alternative claim for recovery of the amount (if any) by which such actual receipt shall fall short of the full amount payable hereunder, and shall not be affected by judgment being obtained for such amount. (b) Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited in accordance with made to the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars Administrative Agent in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, not later than 2:00 P.M. (local time in the case of amounts due place where such payment is required to a Lender, be made pursuant to each Lender this subsection (b)) to the account specified on Schedule 3.17(b) or at such Lender’s Account, other place as may be designated by the details of which appear on Administrative Agent to the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except Company in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is writing. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day. In the event that a Borrower desires to make any payments hereunder by wire transfer initiated outside of the United States that is originated by any Person other than a Borrower, and any such extension of time the Company shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and provide the Administrative Agent pursuant to Section 2.01 is notwith one Business Day’s prior written notice containing the name, for any reason other than due address, telephone and facsimile numbers of the wire transfer originator and the originator’s relationship to the fault of a LenderBorrowers. The applicable Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by such Borrower hereunder to which such payment is to be applied (and in the applicable Agentevent that it fails so to specify, made or effectuatedif such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders subject to the terms of Section 3.15(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon on a Business Day in like funds as received prior to the case may be, end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the date specified therefor, the Borrower shall indemnify such Lender against next succeeding Business Day. Whenever any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments payment hereunder shall be made without set-off or counterclaimstated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to Section 2.14accrual of interest and Fees for the period of such extension), and except that in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified case of Term SOFR Loans, if the extension would cause the payment to be paid under this Agreement. made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, including Base Rate Loans determined by reference to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied Term SOFR) which shall be revived and continue in full force and effectcalculated based on a year of 365 or 366 days, as if such payment or proceeds had not been received or deemed received by appropriate. Interest shall accrue from and include the related partydate of borrowing, but exclude the date of payment. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 3:00 p.m. on the day when due in Dollars lawful money of the United States in immediately available funds, in funds and any amount not received before such time shall be deemed received on the case of amounts due to a Lendernext Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.00% per annum above the Prime Rate, payable on demand; provided that (i) such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law and (ii) such additional interest shall not accrue unless an Event of which appear Default then exists. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.10(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent Collateral Manager’s or the applicable AgentBorrower’s actions or failure to fulfill any condition under Section 3.2, made or effectuated(which, in the case of the Collateral Manager, is solely within the control of the Collateral Manager) as the case may be, on the date specified therefor, whichever of the Collateral Manager or the Borrower is at fault, such Person shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by such the applicable Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable Advance upon receipt by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableof documentation setting forth such costs.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a Lender, to each Lender at such Lender’s Account, the details of which appear Schedule 2.1(a) not --------------- later than 2:00 P.M. Central time on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case . The Agent may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments but shall not be less than obligated to) debit the amounts otherwise specified amount of any such payment which is not made by such time to be paid any ordinary deposit account of the Borrower maintained with the Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, specify to the extent such payment Agent the Loans, LOC Obligations, Fees, interest or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall distribute such payment to the Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 or Section 2.143.13(a)). The Agent will distribute such payments to such Lenders, if any such payment is received prior to 1:00 P.M. Central time on a Business Day in like funds as applicablereceived prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all All amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 2:00 p.m. on the day when due in Dollars lawful money of the United States or in such other Eligible Currency in immediately available fundsfunds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Servicer, in the case of amounts due to a Lenderas applicable, shall, to each the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at the Interest Rate), payable on demand; provided that, such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. Any Aggregate Unpaids hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or required to be returned by any Lender at such Lender’s Account, to the details Borrower or any other Person for any reason. All computations of which appear interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.7(4) and Section 2.8(a)(1), such unpaid amounts shall remain due and owing and shall accrue interest as provided in Section 2.11(a) until repaid in full. (c) If any Loan Advance requested by the Borrower and approved by is not effectuated as a Lender and result of the Administrative Agent pursuant Borrower’s actions or failure to fulfill any condition under Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated3.2, as the case may be, on the date specified therefor, the Borrower shall indemnify such the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender (other than any such Lenderloss, including cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Lender Agents, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including loss cost of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lenderand reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the applicable Lender to fund or maintain such Loan. (d) All payments hereunder Advance. Any such Lender shall be made without set-off or counterclaim, subject provide to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the Borrower documentation setting forth the amounts otherwise specified of any loss, cost or expense referred to in the previous sentence, such documentation to be paid under this Agreementconclusive absent manifest error. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited in accordance with made to the terms hereof no later than 12:00 p.m., New York City time, on the day when due Agent in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a LenderSCHEDULE 2.1(a) not later than 2:00 P.M. (Cincinnati, to each Lender at such Lender’s Account, the details of which appear Ohio time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and . The Agent may (but shall not be obligated to) debit the amount of any such extension payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Agent (with notice to the Borrower). The Borrower shall, at the time shall in such case be included in it makes any payment under this Agreement, specify to the computation of payment of InterestAgent the Loans, other Fees, interest or any fee other amounts payable hereunder, as the case may be. (c) If any Loan requested by the Borrower hereunder to which such payment is to be applied (and approved by a Lender and in the Administrative event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent pursuant to Section 2.01 is not, for any reason other than due shall distribute such payment to the fault Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Cincinnati, Ohio time) on a LenderBusiness Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, Administrative Agent the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and Fees shall be made on the basis of actual number of days elapsed over a year of 360 days (or the applicable Agent, made 365 or effectuated366 days, as the case may be, in the case of Facility Fees and Base Rate Loans based on the Prime Rate). Interest shall accrue from and include the date specified thereforof borrowing, but shall exclude the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss date of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanpayment. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein--------------------------- provided, all amounts to be paid or deposited payments by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08this Agreement, the Notes, each Letter of Credit or any other Loan Document shall be paid made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to --- ---- receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or deposited in accordance with the terms hereof no counterclaim, not later than 12:00 p.m.noon, New York City time, on the date due, in same day when due in Dollars or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. The failure of the Borrower to make any such payment by such time shall not constitute a Default hereunder, provided that such payment is received by the Administrative Agent in immediately available fundsfunds by 4:00 p.m. on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Obligations unless the Administrative Agent in fact was able to remit to each Lender its pro-rata share of such payment by 4:00 p.m. on such due date. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender. All interest (including interest on LIBO Rate Loans) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of amounts due to interest on a LenderBase Rate Loan (calculated at other than the Federal Funds Rate) and fees, to each Lender at such Lender’s Account365 days or, the details of which appear on the Lender Supplement for such Lender. (b) if appropriate, 366 days). Whenever any payment hereunder (i) to be made shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term "Interest Period") be made, without penalty, made ---------- on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 10:00 a.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds, funds to the Agent’s Account and the Deal Agent shall distribute such amounts actually received by it to the Persons entitled thereto for receipt no later than 11:00 a.m. (New York time). Any amounts received in the case of Agent’s Account after 10:00 a.m. (New York time) shall be deemed to be received on the next subsequent Business Day and the Deal Agent shall distribute such amounts due to a Lenderthe Persons entitled thereto no later than 11:00 a.m. (New York time) on such next subsequent Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder 3.0% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at such Lender’s Account, any time exceed the details maximum rate permitted by Applicable Law. All computations of which appear interest and all computations of Interest and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan the Advance requested by the Borrower for any Funding Date and approved by a the Lender and the Administrative Deal Agent pursuant to Section 2.01 2.1 and Section 2.3, is not, not made or effectuated for any reason other than due the Lender’s failure to the fault of honor its obligations hereunder (a Lender, Administrative Agent or the applicable Agent, made or effectuated“Failed Advance”), as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such the Lender against Breakage Costs, any reasonable loss, cost or expense incurred by such the Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such the Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the Lender to fund or maintain the Funding. as a result of such Loan. (d) All payments hereunder Failed Advance. In no event shall be made without set-off or counterclaim, subject the indemnity which the Lender is entitled to Section 2.14, and in such amounts as may be necessary in order receive for a Failed Advance pursuant to the foregoing sentence exceed the amount of Interest that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to Lender would have received any payment or proceeds had such Failed Advance been made and been outstanding for one Accrual Period, with Interest on the amount of such Failed Advance being determined by application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to of a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, per annum interest rate equal to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyBase Rate plus 2.0%. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 A.M. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent's Account. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 1% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any -------- ------- time exceed the maximum rate permitted by applicable law. Such interest shall be retained by the Deal Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Deal Agent of such overdue amount to the Secured Parties, in which case such interest accruing after such date shall be for the case of amounts due to a Lenderaccount of, to each Lender at such Lender’s Accountand distributed by the Deal Agent to, the details Secured Parties. All computations of which appear interest and all computations of Yield and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan Purchase or Incremental Purchase requested by the Borrower Seller and approved by a Lender Purchaser and the Administrative Deal Agent pursuant to Section 2.01 2.2, is not, for any reason other than due whatsoever related to a default or nonperformance by the fault of a Lender, Administrative Agent or the applicable AgentSeller, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender Purchaser against any reasonable loss, cost or expense incurred by such LenderPurchaser, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such LenderPurchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Purchaser to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off Purchase or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effectIncremental Purchase, as if the case may be, during such payment or proceeds had not been received or deemed received by the related partyFixed Period. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 A.M. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent's Account. The Seller shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 1% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable law. Such interest shall be retained by the Deal Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Deal Agent of such overdue amount to the Secured Parties, in which case such interest accruing after such date shall be for the case account of, and distributed by the Deal Agent to the Secured Parties. All computations of amounts due to a Lender, to each Lender at such Lender’s Account, the details interest and all computations of which appear Yield and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan Purchase or Incremental Purchase requested by the Borrower Seller and approved by a Lender Purchaser and the Administrative Deal Agent pursuant to Section 2.01 2.2, is not, for any reason other than due whatsoever related to a default or nonperformance by the fault of a Lender, Administrative Agent or the applicable AgentSeller, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender Purchaser against any reasonable loss, cost or expense incurred by such LenderPurchaser, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such LenderPurchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Purchaser to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off Purchase or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effectIncremental Purchase, as if the case may be, during such payment or proceeds had not been received or deemed received by the related partyMonthly Period. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a LenderSection 11.1 not later than 2:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case . The Agent may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments but shall not be less than obligated to) debit the amounts otherwise specified amount of any such payment which is not made by such time to be paid any ordinary deposit account of the Borrower maintained with the Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, specify to the extent such payment Agent the Loans, Fees, interest or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall distribute such payment to the Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.11(a)). The Agent will distribute such payments to such Lenders, if such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided hereinin a Loan Document, all amounts to be paid or deposited payments by the Borrower or the Servicer hereunder, including such amounts contemplated Loan Parties pursuant to Section 2.08, each Loan Document shall be paid made without setoff, deduction or deposited in accordance with the terms hereof no counterclaim not later than 12:00 p.m., New York City time, 11:00 a.m. on the day when date due in Dollars in same day or immediately available funds, marked for attention as indicated, or in such other manner or to such other account in any United States bank as the case of amounts due Administrative Agent may from time to a Lender, to each Lender at such Lender’s Account, the details of which appear on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except time direct in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is writing. Funds received after 12:00 p.m., New York City time, such payment 11:00 a.m. on any day shall be deemed to have been received on the next succeeding Business Day, . All interest and any fees shall be computed on the basis of the actual number of days occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Payments due on other than a Business Day 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, other computing interest or any fee payable hereunder, as the case may beand fees in connection with that payment. (b) [Reserved.] (c) If any Loan requested by The obligations of the Borrower Lenders hereunder to make Loans and approved by a Lender and the Administrative Agent to make payments pursuant to Section 2.01 is not, for 10.4(c) are several and not joint. The failure of any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund make any Loan or maintain to make any payment under Section 10.4(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such Loandate, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 10.4(c). (d) All payments hereunder Nothing herein shall be made without set-off deemed to obligate any Lender to obtain the funds for any Loan in any particular place or counterclaim, subject manner or to Section 2.14, and constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreementany particular place or manner. (e) To If any Lender shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its portion of any of the extent Loans or any Repayment Premium in connection therewith resulting in such Lender’s receiving payment of a proportion of the aggregate amount of the Loans and accrued interest thereon and any Repayment Premium in connection therewith greater than its Applicable Percentage thereof as provided herein, then the Lender shall (x) notify the Administrative Agent of such fact and (y) purchase (for cash at face value) participations in the portions of the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of, accrued interest on and any Repayment Premium in connection with their respective portions of the Loans and other amounts owing them; provided that: (i) if any Person makes a such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to any party hereto or the extent of such recovery, without interest; and (ii) any party hereto receives or is deemed the provisions of this Section 4.4(e) shall not be construed to have received apply to (x) any payment made by or proceeds on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for application the assignment of or sale of a participation in any of its portion of the Loans to any assignee or participant, other than an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid assignment to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, thenLoan Party (as to which the provisions of this Section shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such payment or proceeds are set aside, the obligation or part thereof intended Loan Party rights of setoff and counterclaim with respect to be satisfied shall be revived and continue in full force and effect, such participation as fully as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer were a direct creditor of such Lender responsible for administering its Loans becomes aware Loan Party in the amount of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicableparticipation.

Payments, Computations, Etc. (a) Unless Except as otherwise expressly specifically provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, payments hereunder shall be paid or deposited made to the Agent in accordance with the terms hereof no later than 12:00 p.m., New York City time, on the day when due in Dollars dollars in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, at the Agent's office specified in the case of amounts due to a LenderSCHEDULE 2.1(a) not later than 2:00 P.M. (Charlotte, to each Lender at such Lender’s Account, the details of which appear North Carolina time) on the Lender Supplement for such Lender. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is date when due. Payments received after 12:00 p.m., New York City time, such payment time shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case . The Agent may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments but shall not be less than obligated to) debit the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) amount of any Person makes a such payment which is not made by such time to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver ordinary deposit account of the Borrower or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, Credit Party maintained with the Agent (with notice to the extent Borrower or such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it other Credit Party). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the extent not inconsistent with its internal policies of general applicationAgent the Loans, use commercially reasonable efforts to minimize costsLOC Obligations, expenses and Fees, interest or other amounts incurred by it and payable by the Borrower pursuant hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall distribute such payment to the Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.13 3.13(a)). The Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or Section 2.14366 days, as applicableappropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, on behalf of the Borrower hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., 3:00 p.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available funds. The Borrower shall, to the extent permitted by law and, in accordance with the Priority of Payments, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder (including -11- Subordinate Interest and Fees or other payments, the payment of which is deferred in accordance with the Priority of Payments by reason of insufficient Available Collections) at the rate per annum set forth in the Lenders Fee Letter, payable on demand; provided, however, that such interest rate shall not at any time exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed; provided that any computations of the Interest Rate using the Prime Rate shall be made on the basis of a year of 365 days (or, in the case of amounts due to an accrual period which occurs in a Lenderleap year, to each Lender at such Lender’s Account, 366 days) for the details actual number of which appear on days (including the Lender Supplement for such Lenderfirst but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included reflected in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be; provided, however, that if the preceding extension results in a Payment Date in respect of any Accrual Period occurring later than otherwise scheduled, Interest in respect of the following Accrual Period shall not begin to accrue until the date to which such Payment Date is extended. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made in accordance with the Priority of Payments and without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this AgreementAgreement (after withholding for or on account of any Taxes). (d) The Paying Agent shall distribute funds received by it for the account of other Persons entitled thereto (including such Paying Agent for its own account) as promptly as practicable after such receipt and in any event on the same Business Day on which such funds are received, if such receipt occurs no later than 3:00 p.m. (New York City time), and otherwise on the next succeeding Business Day, in accordance (where applicable) with the Priority of Payments. (e) To Neither the extent that (i) Borrower nor the Servicer shall be accountable or liable for any Person makes a payment use or application of any amounts paid to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds the Paying Agent or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to Lender in accordance with the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyTransaction Documents. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower, the Servicer on behalf of the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, Conduit Lender hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., p.m. (New York City time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent’s Account. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, and in the case of any amounts due to a Lendernot paid or deposited under any Hedging Agreement, to interest at the “rate” specified in the applicable Hedging Agreement, in each Lender case, payable on demand; provided, however, that such interest rate shall not at such Lender’s Account, any time exceed the details Maximum Lawful Rate. All computations of which appear interest and all computations of the Interest Rate and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. Agreement (e) To after withholding for or on account of any Taxes). Promptly following the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligationCollection Date, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, the Agent and the Conduit Lender shall ▇▇▇▇ the Variable Funding Note “Paid” and return it to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related partyBorrower. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m.11:00 a.m. (Charlotte, New York City North Carolina time, ) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the Agent’s Account and the Deal Agent shall distribute such amounts actually received by it to the Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time). Any amounts received in the case of Agent’s Account after 11:00 a.m. (Charlotte, North Carolina time) shall be deemed to be received on the next subsequent Business Day and the Deal Agent shall distribute such amounts due to a Lenderthe Persons entitled thereto no later than 2:00 p.m. (Charlotte, North Carolina time) on such next subsequent Business Day. The Borrower shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder 3.0% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at such Lender’s Account, any time exceed the details maximum rate permitted by Applicable Law. All computations of which appear interest and all computations of ▇▇▇▇▇ and other fees hereunder shall be made on the Lender Supplement basis of a year of 360 days for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of InterestYield, other interest or any fee payable hereunder, as the case may be. (c) If any Loan the Advance requested by the Borrower for any Funding Date and approved by a Lender and the Administrative Deal Agent pursuant to Section 2.01 2.1 and Section 2.3, is not, not made or effectuated for any reason other than due to the fault failure of a Lender, Administrative Agent the Lender or the applicable Agent, made or effectuatedDeal Agent to honor its obligations hereunder, as the case may be, on the date specified thereforrequested Funding Date, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loanthe Funding. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein--------------------------- provided, all amounts to be paid or deposited payments by the Borrower or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08this Agreement, the Notes or any other Loan Document shall be paid made in Dollars, in immediately available funds by the Borrower to the Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Agent shall be made, without setoff, counterclaim, recoupment or deposited in accordance with the terms hereof no other deduction, not later than 12:00 p.m.11:00 a.m., New York City time, on the day when due in Dollars date due, in immediately available funds, to such account as the Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Agent on the next succeeding Business Day. The Agent shall promptly remit in the case of amounts due to a Lender, same day funds to each Lender at its share, if any, of such payments received by the Agent for the account of such Lender’s Account, . All interest (other than interest computed at the details of which appear Prime Rate) and fees shall be computed on the Lender Supplement basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such Lender. interest or fee is payable over a year comprised of three-hundred sixty (b360) days. Interest computed at the Prime Rate shall be computed on the basis of its actual number of days (including the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of 365 or 366 days, as the case may be. Whenever any payment hereunder (i) shall be stated to be due on a day other than is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition ---------- of the term "Interest Period" with respect to LIBOR Loans) be made, without penalty, made on the next succeeding Business Day, except in the case where the next --------------- succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of payment of Interestcomputing interest and fees, other interest or any fee payable hereunderif any, as the case may bein connection with such payment. (c) If any Loan requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 is not, for any reason other than due to the fault of a Lender, Administrative Agent or the applicable Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any reasonable loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.

Payments, Computations, Etc. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower Seller or the Servicer hereunder, including such amounts contemplated pursuant to Section 2.08, hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m., New York City time, 2:00 p.m. (Eastern Standard Time) on the day when due in Dollars lawful money of the United States in immediately available fundsfunds to the applicable Purchaser Agent’s Account and if not received before such time shall be deemed received on the next Business Day. The Seller, in or the case of amounts due to a LenderServicer, as applicable, shall, to each Lender the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, payable on demand; provided, however, that such Lender’s Account, interest rate shall not at any time exceed the details maximum rate permitted by Applicable Law. Such interest shall be for the account of which appear the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the Lender Supplement basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for such Lenderthe actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder (i) shall be stated to be due on a day other than a Business Day, such payment shall be made, without penalty, on the next succeeding Business Day, except in the case where the next succeeding Business Day would occur in the succeeding calendar month, in which case such payment shall be due on the preceding Business Day or (ii) is received after 12:00 p.m., New York City time, such payment shall be deemed to have been received made on the next succeeding Business Day, and any such extension of time shall in such case be included in the computation of the payment of Interest, other interest Interest or any fee payable hereunder, as the case may be. (c) If any Loan Advance requested by the Borrower and approved by a Lender and the Administrative Agent pursuant to Section 2.01 Seller is not, for as a result of any reason other than due to action, breach or failure on the fault part of a Lender, Administrative Agent the Seller or the applicable AgentServicer, made or effectuated, as the case may be, on the date specified therefor, the Borrower Seller shall indemnify such Lender the applicable Purchaser against any reasonable loss, cost or expense incurred by such Lenderthe applicable Purchaser including, including without limitation, any loss (including loss of anticipated profits, profits net of anticipated profits in the reemployment of such funds in the manner reasonably determined by such LenderPurchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the applicable Purchaser to fund or maintain such LoanAdvance. (d) All payments hereunder shall be made without set-off or counterclaim, subject to Section 2.14, and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement. (e) To the extent that (i) any Person makes a payment to any party hereto or (ii) any party hereto receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, State or federal law, common law or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the related party. (f) Each Lender agrees or is deemed to agree that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Party or that would entitle such Lender to receive payments under Section 2.13 or Section 2.14, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to Section 2.13 or Section 2.14, as applicable.