Common use of Payments, Computations, Etc Clause in Contracts

Payments, Computations, Etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be 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 counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the 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 interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. 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 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. a. Unless otherwise expressly provided, all (a) All payments by either the Borrower or MMS pursuant to this Agreement or any other Loan Document shall be paid in Dollars, except as specifically set forth therein or except with respect to the payment of the Principal Amount of any Gold Loan or any interest accruing thereon, each of which shall be payable in Gold. All payments under this Agreement or any other Loan Document shall be made by the Borrower relevant Obligor to the Facility Administrative Agent for the pro rata account of each Finance Party entitled thereto. (b) All payments under the Facility shall be made by either the Borrower or MMS: (i) if in Gold, to the Administrative Agent for the account of each Finance Party entitled thereto, by delivery of Gold to an unallocated LOCO London gold account of the Lenders entitled to receive such payment. All such payments required to be made to Administrative Agent at the Facility Agent Administrative Agent's Gold Lending Office, which account shall be made, without set-off, deduction or counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the Facility Agent shall specify designated from time to time by notice to the BorrowerBorrower from the Administrative Agent; and (ii) if in Dollars, to the Administrative Agent for the account of each Finance Party entitled thereto, by delivery of Dollars in immediately available funds to an account of the Administrative Agent in New York City at the Administrative Agent's Dollar Lending Office, which account shall be designated from time to time by notice to the Borrower from the Administrative Agent, in either such case for the account of each Finance Party entitled thereto and, if such payment shall be of less than the amount of the relevant payment Obligation then due and owing, for the PRO RATA benefit of each Finance Party entitled to share in such payment in accordance with its respective portion of the aggregate unpaid amount of similar payment Obligations. Funds All such payments shall be made, without setoff, deduction, or counterclaim, not later than (i) 11:00 a.m., on the date when due if such payment is denominated in Gold, and (ii) 11:00 a.m., New York City time, on the date when due if such payment is denominated in Dollars. Any payments received hereunder after that the time and date specified in this Section shall be deemed to have been received by the Lenders Administrative Agent on the next succeeding following Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. c. . The Facility Administrative 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 Finance Party its shareshare (calculated as aforesaid), if any, of such payments received by the Facility Agent for the account of payments, in kind. If in Gold, such Lender without any set-off, deduction or counterclaim. All interest and fees remittance shall be computed on to an unallocated LOCO London gold account designated by such Finance Party to 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 Administrative Agent by notice from time to be made shall otherwise be due on a day which is not a Business Daytime and maintained at its Gold Lending Office, and, if in Dollars, such payment shall (except as otherwise required by clause (a) of the definition of the term “Interest Period”) be made on the next succeeding Business Day and such extension of time remittance shall be included in computing interest to an account designated by such Finance Party to the Administrative Agent by notice from time to time and fees, if any, in connection with such paymentmaintained at its Dollar Lending Office.

Payments, Computations, Etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Facility Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Administrative Agent shall be made, without set-off, deduction or counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the Facility 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 Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) Rate and less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay directly to such Lender the CIRR Agent interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis thatRate, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable and to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account pay directly to such Lender interest thereon at the CIRR Representative Floating Rate, if interest on behalf such portion of the Federal Republic of Germany for any such amounts payable by that Lender under Loan is then calculated at the Interest Make-Up Agreement to which such Lender is a partyFloating Rate. c. The Facility Administrative 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 Administrative 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. a. (a) Unless otherwise expressly providedprovided herein, all payments amounts to be paid or deposited by the Borrower pursuant to this Agreement or any other Loan Document shall be 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 counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the 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 interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable)Servicer, on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic Borrower, or which is deposited by the Collateral Custodian from the Collection Accounts shall be paid or deposited in accordance with the terms hereof no later than 10:00 a.m., or in the case of Germany for amounts to be deposited by the Collateral Custodian, 12:00 p.m. (noon) (Charlotte, North Carolina time) on the day when due in immediately available funds to the applicable Deal Agent’s Account. All amounts to be made available by any Lender, Lender Agent or the Swingline Lender to the Deal Agent in connection with the making of any Advance or Swingline Advance, whether in Dollars or in an Alternative Currency, shall be sent to the Deal Agent on the date when due in immediately available funds to an account designated by the Deal Agent to each such Lender, Lender Agent and the Swingline Lender, which amounts, if in an Alternative Currency, shall be made available to the Deal Agent no later than 12:00 p.m. (noon) (Charlotte, North Carolina time) on the date when due. If, under any provisions of this Agreement, any Lender, Lender Agent or the Swingline Lender is owed any amount in respect of Breakage Costs, each such Lender shall send a statement to the Deal Agent listing each such amount. 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 not paid or deposited under any Hedging Agreement, interest at the “rate” specified in the applicable Hedging Agreement, in each case, payable by on demand; provided, however, that Lender under such interest rate shall not at any time exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Make-Up Agreement to which such Lender is a party. 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 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 Rate and other fees hereunder shall be computed made on the basis of a year of 360 (other than calculations with respect to the Base Rate and Advances denominated in English Pounds Sterling which shall be based on a year consisting of 365 or 366 days, as applicable) days for 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. elapsed. (b) Whenever any payment hereunder shall be stated to be made shall otherwise be due on a day which is not other than a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term “Interest Period”) be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in computing the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) All payments hereunder shall be made without set-off or counterclaim and feesin such Currency 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 (after withholding for or on account of any Taxes). Promptly following the Collection Date, the Deal Agent, each Conduit Lender, each Institutional Lender and the Swingline Lender shall ▇▇▇▇ the Notes “Paid” and return them to the Borrower. (d) Except to the extent otherwise provided herein or in any other Transaction Document, all amounts owing under this Agreement or under any such other Transaction Document are payable in Dollars, except for the principal of, and Interest on, any Advance denominated in any Alternative Currency and Breakage Costs and Hedge Breakage Costs relating thereto, which are payable in such Alternative Currency. If the Borrower shall fail to pay any principal of, or any Interest on, any Advance when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Advance shall, if anysuch Advance is not denominated in Dollars, automatically be redenominated in connection with Dollars on the due date thereof (or, if such paymentdue date is a day other than the last day of the Accrual Period therefor, on the last day of such Accrual Period) in an amount equal to the Dollar Equivalent thereof using the spot selling rate as of the related Determination Date.

Payments, Computations, Etc. a. Unless otherwise expressly providedprovided in a Loan Document, all payments by the Borrower Borrowers pursuant to this Agreement or any other each Loan Document shall be made by the Borrower Borrowers to the Facility Administrative Agent for the pro rata account of the Lenders Secured Parties entitled to receive such payment. All such payments required to of principal of Synthetic Revolving Loans shall be made by the Cayman Borrower to the Facility Administrative Agent for its account or, to the extent that the Administrative Agent has been reimbursed for such Synthetic Revolving Loans from proceeds in the Synthetic Revolving Deposit Account, for deposit into the Synthetic Revolving Deposit Account for the benefit of the applicable Lenders in accordance with their Synthetic Revolving Deposit Percentages. All payments shall be made, made without set-offsetoff, deduction or counterclaim, counterclaim not later than 11:00 a.m., New York time, a.m. on the date due, 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), to such account as the Facility Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Lenders Administrative Agent on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank marginDay unless, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed RateAdministrative Agent’s sole discretion, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Agent, with respect Administrative Agent elects to any portion of the Loan held by treat such Option B Lender, to pay directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. c. The Facility Agent shall promptly (but in any event payment as having been received on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) Day. The Administrative Agent shall promptly remit in same day funds to each Lender Secured Party its share, if any, of such payments received by the Facility Administrative Agent for the account of such Lender without any set-off, deduction or counterclaimSecured Party. All interest (including interest on LIBO Rate Loans) 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 (or, in the case of interest on a Base Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall Except as otherwise be provided herein. payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (a) of the definition of the term “Interest Period”) be made on the next succeeding preceding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with that payment. Except as otherwise expressly set forth therein, any payment made under any Loan Document that is less than the full amount then due thereunder shall be applied upon receipt (a) first, to the payment of all Obligations (other than Loans and interest thereon) owing to the Administrative Agent and the Collateral Agent, in its capacity as the Administrative Agent and the Collateral Agent, respectively (including the reasonable and documented fees and expenses of counsel to the Administrative Agent or the Collateral Agent, as the case may be), (b) second, after payment in full in cash of the amounts specified in clause (a), to the ratable payment of all interest and fees owing with respect to the Loans and all costs and expenses owing to the Secured Parties pursuant to the terms of the Credit Agreement, until paid in full in cash, (c) third, after payment in full in cash of the amounts specified in clauses (a) and (b), to the ratable payment of the principal amount of the Loans then outstanding, and, if such paymentpayment resulted from the proceeds of any collateral, then to amounts owing to Secured Parties under Hedging Agreements, (d) fourth, after payment in full in cash of the amounts specified in clauses (a) through (c), to the ratable payment of all other Obligations owing to the Secured Parties, (e) fifth, after payment in full in cash of the amounts specified in clauses (a) through (d), and following the Termination Date, to the Borrowers or any other Person lawfully entitled to receive such surplus. For purposes of this Section, the “credit exposure” at any time of any Secured Party with respect to a Hedging Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements, currency movements and the respective termination provisions and notional principal amount, netting arrangements and term of such Hedging Agreement.

Payments, Computations, Etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Facility Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Administrative Agent shall be made, without set-offsetoff, deduction or counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the Facility 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 Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) Rate and less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay directly to such Lender the CIRR Agent interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis thatRate, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable and to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account pay directly to such Lender interest thereon at the CIRR Representative Floating Rate, if interest on behalf such portion of the Federal Republic of Germany for any such amounts payable by that Lender under Loan is then calculated at the Interest Make-Up Agreement to which such Lender is a partyFloating Rate. c. The Facility Administrative 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 Administrative Agent for the account of such Lender without any set-off(NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc setoff, 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be 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 counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the 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 interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the margin for Fixed Rate Margin Loans of 1.10% and (y) the CIRR administrative fee of 0.390.20% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) Rate and less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender the CIRR Representative interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis thatRate, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable and to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account pay directly to such Lender interest thereon at the CIRR Representative Floating Rate, if interest on behalf such portion of the Federal Republic of Germany for any such amounts payable by that Lender under Loan is then calculated at the Interest Make-Up Agreement to which such Lender is a partyFloating 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 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. a. a) Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Facility Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Administrative Agent shall be made, without set-offsetoff, deduction or counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the Facility 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 Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) Rate and less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay directly to such Lender the CIRR Agent interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis thatRate, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable and to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account pay directly to such Lender interest thereon at the CIRR Representative Floating Rate, if interest on behalf such portion of the Federal Republic of Germany for any such amounts payable by that Lender under Loan is then calculated at the Interest Make-Up Agreement to which such Lender is a partyFloating Rate. c. c) The Facility Administrative 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 Administrative Agent for the account of such Lender without any set-offsetoff, 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. a. Unless Except as otherwise expressly providedprovided herein, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Facility Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such Except as otherwise expressly provided herein and except with respect to the payment of a drawing under a Letter of Credit denominated in an Alternative Currency, all payments by the Borrower required to be made hereunder shall be made to the Facility Administrative Agent shall be made, without set-off, deduction or counterclaimin Dollars, not later than 11:00 10:00 a.m., New York Denver time, 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)Same Day Funds, to such account as the Facility Administrative Agent shall specify from time to time by notice to the Borrower. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to a drawing under a Letter of Credit denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the Issuer, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower in such Alternative Currency and in Same Day Funds no later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Funds received after that either time set forth in the immediately preceding two sentences shall be deemed to have been received by the Lenders Administrative Agent on the next succeeding Business Day. (i) Each Option A Lender hereby instructs . If, for any reason, the Facility Agent to remit all payments of interest made with respect to Borrower is prohibited by any portion law, rule or regulation from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. c. Alternative Currency payment amount. The Facility Administrative Agent shall promptly (but remit Dollars in any event on the same Business Same Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds Funds to each Lender its share, if any, of such payments received by the Facility Administrative Agent for the account of such Lender without any set-off, deduction or counterclaimLender. 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 (or, in the case of interest on a Base Rate Loan (other than when calculated with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days); provided, however, in no event as a result of such computation shall interest exceed the Highest Lawful Rate. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term “"Interest Period”" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment. All payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made without setoff, deduction or counterclaim. (aa) Section 5.2 of the Credit Agreement is hereby amended to add Section 5.2.3 thereto to read as follows:

Payments, Computations, Etc. a. (a) Unless otherwise expressly providedprovided herein, all payments amounts to be paid or deposited by the Borrower pursuant to this Agreement or any other Loan Document shall be 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 counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the 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 interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable)Servicer, on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic Borrower, or which is deposited by the Collateral Custodian from the Collection Accounts shall be paid or deposited in accordance with the terms hereof no later than 10:00 a.m. (Charlotte, North Carolina time), or in the case of Germany for amounts to be deposited by the Collateral Custodian, 12:00 p.m. (noon) (Charlotte, North Carolina time) on the day when due in immediately available funds to the applicable Deal Agent’s Account. All amounts to be made available by any Lender, Lender Agent, the Swingline Lender or the Alternative Currency Swingline Lender to the Deal Agent in connection with the making of any Advance, Swingline Advance or Alternative Currency Swingline Advance, whether in Dollars or in an Alternative Currency, shall be sent to the Deal Agent on the date when due in immediately available funds to an account designated by the Deal Agent to each such Lender, Lender Agent, the Swingline Lender and the Alternative Currency Swingline Lender, which amounts, if in an Alternative Currency, shall be made available to the Deal Agent no later than 12:00 p.m. (noon) (Charlotte, North Carolina time) on the date when due. If, under any provisions of this Agreement, any Lender, Lender Agent, the Swingline Lender or the Alternative Currency Swingline Lender is owed any amount in respect of Breakage Costs, each such Lender shall send a statement to the Deal Agent listing each such amount. 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 not paid or deposited under any Hedging Agreement, interest at the “rate” specified in the applicable Hedging Agreement, in each case, payable by on demand; provided, however, that Lender under such interest rate shall not at any time exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Make-Up Agreement to which such Lender is a party. 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 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 Rate and other fees hereunder shall be computed made on the basis of a year of 360 (other than calculations with respect to the Base Rate and Advances and Alternative Currency Swingline Advances denominated in English Pounds Sterling which shall be based on a year consisting of 365 or 366 days, as applicable) days for 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. elapsed. (b) Whenever any payment hereunder shall be stated to be made shall otherwise be due on a day which is not other than a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term “Interest Period”) be made on the next succeeding Business Day (except as provided in the definition of Accrual Period), and such extension of time shall in such case be included in computing the computation of payment of Interest, other interest or any fee payable hereunder, as the case may be. (c) All payments hereunder shall be made without set-off or counterclaim and feesin such Currency 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 (after withholding for or on account of any Taxes). Promptly following the Collection Date, the Deal Agent, each Conduit Lender, each Institutional Lender, the Swingline Lender and the Alternative Currency Swingline Lender shall ▇▇▇▇ the Notes “Paid” and return them to the Borrower. (d) Except to the extent otherwise provided herein or in any other Transaction Document, all amounts owing under this Agreement or under any such other Transaction Document are payable in Dollars, except for the principal of, and Interest on, any Advance denominated in any Alternative Currency or Alternative Currency Swingline Advance and Breakage Costs, Hedge Breakage Costs and Program Fees relating thereto, which are payable in such Alternative Currency. If the Borrower shall fail to pay any principal of, or any Interest on, any Advance, Swingline Advance or Alternative Currency Swingline Advance when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Advance, Swingline Advance or Alternative Currency Swingline Advance shall, if anysuch Advance, Swingline Advance or Alternative Currency Swingline Advance is not denominated in connection with Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such paymentdue date is a day other than the last day of the Accrual Period therefor, on the last day of such Accrual Period) in an amount equal to the Dollar Equivalent thereof using the spot selling rate as of the related Determination Date.

Payments, Computations, Etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be 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 counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the 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 interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the margin for Fixed Rate Margin Loans of 1.10% and (y) the CIRR administrative fee of 0.390.20% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) Rate and less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender the CIRR Representative interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis thatRate, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable and to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account pay directly to such Lender interest thereon at the CIRR Representative Floating Rate, if interest on behalf such portion of the Federal Republic of Germany for any such amounts payable by that Lender under Loan is then calculated at the Interest Make-Up Agreement to which such Lender is a partyFloating 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 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Facility Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Administrative Agent shall be made, without set-offsetoff, deduction or counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the Facility 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 Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) Rate and less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay directly to such Lender the CIRR Agent interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis thatRate, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable and to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account pay directly to such Lender interest thereon at the CIRR Representative Floating Rate, if interest on behalf such portion of the Federal Republic of Germany for any such amounts payable by that Lender under Loan is then calculated at the Interest Make-Up Agreement to which such Lender is a partyFloating Rate. c. The Facility Administrative 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 Administrative Agent for the account of such Lender without any set-offsetoff, 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 to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (aNY) of the definition of the term “Interest Period”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.18002/039/SOLSTICE5/solstice.5.form.of.loan.agt.2.doc

Payments, Computations, Etc. a. Unless otherwise expressly providedprovided in a Loan Document, all payments by the Borrower Borrowers pursuant to this Agreement or any other each Loan Document shall be made by the Borrower Borrowers to the Facility Administrative Agent for the pro rata account of the Lenders Secured Parties entitled to receive such payment. All such payments required to of principal of Synthetic Revolving Loans shall be made by the Cayman Borrower to the Facility Administrative Agent for its account or, to the extent that the Administrative Agent has been reimbursed for such Synthetic Revolving Loans from proceeds in the Synthetic Revolving Deposit Account, for deposit into the Synthetic Revolving Deposit Account for the benefit of the applicable Lenders in accordance with their Synthetic Revolving Deposit Percentages. All payments shall be made, made without set-offsetoff, deduction or counterclaim, counterclaim not later than 11:00 a.m., New York time, a.m. on the date due, 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), to such account as the Facility Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Lenders Administrative Agent on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank marginDay unless, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed RateAdministrative Agent’s sole discretion, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Agent, with respect Administrative Agent elects to any portion of the Loan held by treat such Option B Lender, to pay directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. c. The Facility Agent shall promptly (but in any event payment as having been received on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) Day. The Administrative Agent shall promptly remit in same day funds to each Lender Secured Party its share, if any, of such payments received by the Facility Administrative Agent for the account of such Lender without any set-off, deduction or counterclaimSecured Party. All interest (including interest on LIBO Rate Loans) 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 (or, in the case of interest on a Base Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall Except as otherwise be provided herein, payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (a) of the definition of the term “Interest Period”) be made on the next succeeding preceding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with that payment. Except as otherwise expressly set forth therein, any payment made under any Loan Document that is less than the full amount then due thereunder shall be applied upon receipt (a) first, to the payment of all Obligations (other than Loans and interest thereon) owing to the Administrative Agent and the Collateral Agent, in its capacity as the Administrative Agent and the Collateral Agent, respectively (including the reasonable and documented fees and expenses of counsel to the Administrative Agent or the Collateral Agent, as the case may be), (b) second, after payment in full in cash of the amounts specified in clause (a), to the ratable payment of all interest and fees owing with respect to the Loans and all costs and expenses owing to the Secured Parties pursuant to the terms of the Credit Agreement, until paid in full in cash, (c) third, after payment in full in cash of the amounts specified in clauses (a) and (b), to the ratable payment of the principal amount of the Loans then outstanding, and, if such paymentpayment resulted from the proceeds of any collateral, then to amounts owing to Secured Parties under Hedging Agreements, (d) fourth, after payment in full in cash of the amounts specified in clauses (a) through (c), to the ratable payment of all other Obligations owing to the Secured Parties, (e) fifth, after payment in full in cash of the amounts specified in clauses (a) through (d), and following the Termination Date, to the Borrowers or any other Person lawfully entitled to receive such surplus. For purposes of this Section, the “credit exposure” at any time of any Secured Party with respect to a Hedging Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements, currency movements and the respective termination provisions and notional principal amount, netting arrangements and term of such Hedging Agreement.

Payments, Computations, Etc. a. (%4) Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be 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 counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the 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. (i%5) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (iii) 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 directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. c. 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be 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 counterclaim, not later than 11:00 a.m., New York time, 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), to such account as the 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 interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the margin for Fixed Rate Margin Loans of 1.10% and (y) the CIRR administrative fee of 0.390.20% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) Rate and less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the 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 directly to such Lender the CIRR Representative interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis thatRate, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable and to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account pay directly to such Lender interest thereon at the CIRR Representative Floating Rate, if interest on behalf such portion of the Federal Republic of Germany for any such amounts payable by that Lender under Loan is then calculated at the Interest Make-Up Agreement to which such Lender is a partyFloating 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 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 to be made shall otherwise be due on a day 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 on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.