Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) noon on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address address, as such Lender shall indicate in writing, such Lender’s applicable share Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (dc) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender of any Tranche makes Base Rate Loans in lieu of its Applicable Percentage of any LIBOR Rate Loans of such Tranche, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Whenever Subject to the proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars noon to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made made, until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateralbe continuing, all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the Obligations, Obligations shall be applied applied: first, to pay any costs, expenses, indemnities, fees or premiums (including fees, charges and disbursements of counsel to the Administrative Agent, Arrangers and Other Agents) then due to Administrative Agent, Arrangers and Other Agents under the Credit Documents, until paid in accordance with the application arrangements described in full, including, without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 4.02 10.2; second, ratably to pay any expenses or indemnities then due to any of the Pledge Lenders and Security Agreement.the L/C Issuer under the Credit Documents, ratably among the Lenders and the L/C Issuer, until paid in full;

General Provisions Regarding Payments. (a) All payments by a Borrower Representative of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Representative on the next succeeding Business Day, at Administrative Agent’s sole discretion. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Loan Commitment fees hereunder. (f) The Administrative Agent Agent, at its sole discretion, shall deem any payment by or on behalf of a Borrower Representative hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Representative and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent Agent, for the account of the Lenders, not later than, 12:00 than 3:00 p.m. (New York City time) on the date due at via wire transfer of immediately available funds to the Principal Office of the Administrative Agent for the account of LendersPayment Account; for purposes of computing interest and fees, funds not so received by the Administrative Agent after at or before that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not only be deemed to have been received by the Administrative Agent until on the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice Day (except to the applicable Borrower extent such delay in payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event available for distribution as of Default 3:00 p.m. on such Business Day in accordance with the terms of Section 8.1(a2.10 or 2.11). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (gb) If an Event of Default shall have occurred and not otherwise been waived, and the maturity All payments in respect of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part principal amount of the CollateralLoans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all payments or proceeds fees payable with respect thereto, to the extent received by the Administrative Agent or Agent. (d) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the Collateral Trustee next succeeding Business Day and such extension of time shall be included in respect of any the computation of the Obligationspayment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until the Borrower otherwise directs, the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied in accordance with the application arrangements described in Section 4.02 on account of the Pledge and Security AgreementDeferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 9.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees fees, and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff setoff, or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, prepaid and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. noon (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.01, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: (i) first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than the Applicable Prepayment Premium), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the ObligationsApplicable Prepayment Premium then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the fullest extent possible, to be in accordance concert with each other. In the application arrangements described in event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 4.02 of the Pledge 2.15(g) shall control and Security Agreementgovern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees fees, and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff setoff, or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. noon (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.01, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: (i) first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the ObligationsExit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the fullest extent possible, to be in accordance concert with each other. In the application arrangements described in event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 4.02 of the Pledge 2.15(g) shall control and Security Agreementgovern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City Boston time) on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for . For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the Commitment fees hereunder. (f) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City Boston time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a6.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 Default Rate from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral6.01, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of Lendersthe Lenders or Administrative Agent; for provided that payments required to be made directly to Issuing Bank shall be so made. For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments payment received in respect of any Loan on a date when interest or premium is due and payable with respect to such Loan) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) The Administrative Agent (or its an agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBO Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The [Reserved] (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 Default Rate from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to Obligations, including all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Lenders and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the CollateralCollateral in connection with any exercise of remedies permitted hereunder, under applicable Law or under the other Credit Documents, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents in respect of any of the Obligations, shall shall, subject to the provisions of the Closing Date Intercreditor Agreement and any Alternative Facility Intercreditor Agreement, be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement8.2.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the account of the Administrative Agent, the Collateral Agent or a Lender, as applicable, not later than, 12:00 than 3:00 p.m. (New York City time) on the date due at the Principal Office via wire transfer of the Administrative Agent for immediately available funds to the account of Lenders; for purposes of computing interest and feesdesignated by each Agent or each Lender, funds as applicable, in writing to the Disbursement Account Bank. Funds received by the Administrative Agent, the Collateral Agent or a Lender after that time on such due date shall be deemed to have been paid by such the Borrower on the next succeeding Business DayDay (except to the extent such delay in payment results solely from the Disbursement Account Bank’s failure to distribute funds on deposit in the Disbursement Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10). (ba) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such . (b) All payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) principal shall be applied to the payment Loans pro rata in reduction of interest then due and payable before application to principalthe outstanding principal amount thereof; provided, that the amount of any principal prepayment may be allocated among the Lenders in reduction of the outstanding principal amount of their Loans in such other manner as directed by the Administrative Agent in consultation with the Lenders. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to Affected Lender makes Base Rate Loans in lieu of any Lender requesting compensation pursuant to Section 2.16(b)LIBOR Rate Loans, the Administrative Collateral Agent shall give effect thereto in apportioning payments received thereaftercalculating the amounts to be distributed to the Lenders by the Disbursement Account Bank pursuant to Section 2.10. (ed) Whenever Subject to the proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent or any of the Administrative Agent’s Affiliates in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender the Lenders (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default not made in accordance conformity with the terms of this Section 8.1(a)2.11. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 Interest Rate or the Default Funding Rate, as applicable, from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All Except as otherwise provided in Section 2.20, all payments by a each Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of LendersBanks; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Bank at such address as such Lender Bank shall indicate in writing, such LenderBank’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding Subject to the foregoing provisions hereofprovisos set forth in the definition of “Interest Period”, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (e) Each Borrower hereby authorizes Administrative Agent to charge such Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) The Administrative Agent shall deem any payment by or on behalf of a each Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-non conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable such Borrower and each applicable Lender Bank (confirmed in writing) if any payment is non-non conforming. Any non-non conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-non conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the ObligationsObligations (except as expressly provided elsewhere in a Credit Document), shall be forwarded to the Administrative Agent and applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and Collateral Agent and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith, and all amounts for which the Administrative Agent or Collateral Agent is entitled to indemnification hereunder (each in its capacity as the Administrative Agent or Collateral Agent, and not as a Bank) and all advances made by the Administrative Agent or Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent or Collateral Agent in connection with the exercise of any right or remedy hereunder or under any Credit Document, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Banks and Security Agreementthe Bank Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (h) Currency of account: (i) Subject to paragraphs (ii) through (v) below, the Base Currency is the currency of account and payment for any sum due from any Credit Party under any Credit Document. (ii) A repayment of a Credit Extension or other Obligation or a part of a Credit Extension or other Obligation shall be made in the currency in which that Credit Extension or other Obligation is denominated on its due date. (iii) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued. (iv) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. (v) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency. (i) Change of currency (i) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then: (A) any reference in the Credit Documents to, and any Obligations arising under the Credit Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Administrative Agent (after consultation with Xerium); and (B) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent (acting reasonably). (ii) If a change in any currency of a country occurs, this Agreement will, to the extent the Administrative Agent (acting reasonably and after consultation with Xerium) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); provided that, prior to the Administrative Agent charging any such accounts, Administrative Agent shall provide Borrower with written notice of such charge. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waivedbe continuing, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 9.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower the Borrowers of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower the Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Lender, at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day[Reserved]. (f) The Administrative Agent shall deem any payment by or on behalf of a any Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Day and (iii) the date the Administrative Agent shall give prompt telephonic notice to charges the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conformingLoan Account for such funds. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on All amounts (including interest, fees, costs, expenses, or other amounts payable hereunder or under any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment other Credit Document) charged to the next succeeding applicable Business Day) Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate determined pursuant then applicable to Section 2.6 from Revolving Loans that are Base Rate Loans (unless and until converted into Eurocurrency Rate Loans in accordance with the date such amount was due and payable until the date such amount is paid in fullterms of this Agreement). (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agent in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement. (h) The Administrative Agent shall maintain an account on its books in the name of each applicable Borrowers (each, a “Loan Account”) on which such Borrower will be charged with all Revolving Loans (including Swing Line Loans) made by the Administrative Agent, Swing Line Lender, or the Lenders to such Borrower or for such Borrower’s account, the Letters of Credit issued or arranged by any L/C Issuer for such Borrower’s account, and with all other payment Obligations hereunder or under the other Credit Documents, including, accrued interest, fees and expenses. In accordance with Section 2.13(i), the applicable Loan Account will be credited with all payments received by the Administrative Agent from the applicable Borrower or for the applicable Borrower’s account. The Administrative Agent shall make available to the Borrower Representative statements on a monthly basis regarding the Loan Accounts, including the principal amount of the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Credit Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between each applicable Borrower and the Lenders unless, within 30 days after the Administrative Agent first makes such a statement available to the Borrower Representative, the Borrower Representative shall deliver to the Administrative Agent written objection thereto describing the error or errors contained in such statement. (i) The Borrowers hereby authorize the Administrative Agent, from time to time without prior notice to any Borrower, to charge to the Loan Account (A) on each Interest Payment Date, all interest accrued during the applicable period on the Revolving Loans hereunder, (B) on each L/C Fee Payment Date, all Letter of Credit Fees accrued or chargeable hereunder during the prior quarter, (C) as and when due and payable, all other fees payable hereunder or under any of the other Credit Documents, and (D) if the Borrowers do not pay any other payment obligations payable under any Credit Document within 30 days of the date of the Borrower Representative’s receipt of written notice thereof, any amount of such other payment obligations; provided that no error made by the Administrative Agent in so charging the Loan Account shall result in a Default or an Event of Default under this Agreement to the extent such Default or Event of Default would not have occurred but for such error; provided further, that the 30-day period following the Borrower Representative’s receipt of written notice set forth in the foregoing clause (D) shall not be applicable (and the Administrative Agent shall be entitled to immediately charge to the Loan Account) at any time that an Event of Default has occurred and is continuing.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower the Issuer of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York, New York City time) on the date due at to the Principal Office of the Administrative Agent Agent’s Account for the account of Lendersthe Holders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower the Issuer on the next succeeding Business Day. (b) All payments prepayments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Holder at such address as such Lender Holder shall indicate in writing, such LenderHolder’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower the Issuer hereunder that is not made in Same Day Funds same day funds at or prior to 12:00 p.m. (New York, New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Interest and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 3.02(a) from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the Obligations shall be applied first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent (including any costs and expenses related to foreclosure or realization upon, or protecting, Collateral) in its capacity as such, second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders and the other Indemnitees listed under Section 12.03 under the Note Documents, third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes, fourth, pro rata to pay the Change in Control Premium, the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant to Section 3.06(g), if any, on the Notes (including, for the avoidance of doubt, any Change in Control Premium, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 3.06(g) resulting from the prepayment of principal under clause fifth below), fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf of the Issuer at such time, sixth, pro rata to any other Obligations, and seventh, any excess, after all of the Obligations shall have been Paid in Full in cash, shall be applied in accordance with paid to the application arrangements described in Section 4.02 of the Pledge and Security AgreementIssuer or as otherwise required by any Governmental Requirement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified thereforDollars or Euro, and if not so specifiedapplicable, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City timeLocal Time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City timeLocal Time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, (i) all payments or pursuant to proceeds received by Agents hereunder in respect of any sale ofof the Obligations of the U.S. Borrower (including, without limitation, all proceeds received by each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral) shall be applied, subject to the Intercreditor Agreement, in full or in part by each of the Administrative Agent and the Collateral Agent against, the Obligations of the U.S. Borrower in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations of the U.S. Borrower for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; and (ii) all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the ObligationsObligations of the European Borrower (including, without limitation, all proceeds received by each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral) shall be applied applied, in full or in part by each of the Administrative Agent and the Collateral Agent against, the Obligations of the European Borrower in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations of the Pledge European Borrower for the ratable benefit of the Lenders and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 1:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in Same Day Funds same day funds prior to 12:00 1:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable relevant Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement. (h) Notwithstanding the foregoing provisions hereof, any mandatory or voluntary prepayment of the Tranche C Term Loans that results in the prepayment of all, but not less than all, of the outstanding Tranche C Term Loans prior to the one year anniversary of the Effective Date with the proceeds of new term loans (including, without limitation,any replacement term loans) under this Agreement the primary purpose of which is to result in an applicable margin that is less than the Applicable Margin for Tranche C Term Loans as of the Effective Date may only be made if each Tranche C Term Loan Lender is paid a prepayment premium of 1.0% of the principal amount of such Lender’s Tranche C Term Loans.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent's Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of "INTEREST PERIOD," whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section SECTION 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 SECTION 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the CollateralSECTION 8.1, all payments or proceeds (whether or not proceeds of the Collateral) received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day[Reserved.] (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant to proceeds received by Agents hereunder in respect of any sale ofof the Obligations (including, without limitation, all proceeds received by each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral) shall be applied, all payments subject to the Intercreditor Agreement, in full or proceeds received in part by each of the Administrative Agent or and the Collateral Trustee Agent against, the Obligations in respect the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any of the Obligationsright or remedy hereunder, shall be applied all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Lenders and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the CollateralCollateral in connection with any exercise of remedies permitted hereunder, under applicable Law or under the other Credit Documents, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents in respect of any of the Obligations, shall shall, subject to the provisions of the Intercreditor Agreement and any Other Intercreditor Agreement, be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement8.2.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of Interest Period as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts, if any, with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in such accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars on the date due to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic written notice (including by electronic mail) to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement8.2.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 1:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in Same Day Funds same day funds prior to 12:00 1:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable relevant Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) noon on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address address, as such Lender shall indicate in writing, such Lender’s applicable share Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (dc) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender of any Tranche makes Base Rate Loans in lieu of its Applicable Percentage of any LIBOR Rate Loans of such Tranche, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Whenever Subject to the proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars noon to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made made, until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateralbe continuing, all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the Obligations shall be applied: first, to pay any costs, expenses, indemnities, fees or premiums (including fees, charges and disbursements of counsel to the Administrative Agent, Arrangers and Other Agents) then due to Administrative Agent, Arrangers and Other Agents under the Credit Documents, until paid in full, including, without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; second, ratably to pay any expenses or indemnities then due to any of the Lenders and the L/C Issuer under the Credit Documents, ratably among the Lenders and the L/C Issuer, until paid in full; third, ratably to pay interest and fees due in respect of the Loans, L/C Obligations, shall be applied L/C Borrowings and Letters of Credit, ratably among the Lenders and the L/C Issuer, until paid in accordance with full; fourth, ratably to pay the application arrangements described principal amount of all Loans and L/C Borrowings then outstanding, ratably among the Lenders and the L/C Issuer in Section 4.02 proportion to the respective amounts, until paid in full; fifth, to the Administrative Agent for the account of the Pledge L/C Issuer, to Cash Collateralize at the Applicable Cash Collateralization Percentage that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit issued by the L/C Issuer; sixth, to pay ratably any other Obligations then due and Security Agreementpayable; and seventh, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower any Credit Party of principal, interest, fees and other Obligations (other than the APLP Obligations) shall be made in the currency specified thereforDollars or Canadian Dollars, and if not so specifiedas applicable, in Dollars in Same Day Funds, without reduction, defense, recoupment, setoff or counterclaim, free of any restriction or condition, and and, except as otherwise required herein, delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans, the in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 3:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.11 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations (other than the APLP Obligations) shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agent in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 9.2 of the U.S. Pledge and Security Agreement, in Section 6.3 of the Canadian Pledge and Security Agreement or in Section 5.5 of the Canadian Pledge Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest or fees hereunder. (e) Company hereby authorizes Administrative Agent to charge Company’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars on the due date therefore to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day after such funds become available if not available during the preceding Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.8 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a or on behalf of the Borrower of principal, premium, interest, fees Fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 1:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of the Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (including all payments, distributions or other transfers in respect of the principal amount of any Loan (whether or not upon maturity, whether mandatory or optional, whether voluntary or involuntary, including following any default or any acceleration (whether automatic or following notice), following any Asset Sale, or following the filing by or against any Loan Party of any petition under any Debtor Relief Law (whether or not such payment, distribution, or transfer is under a plan of reorganization or liquidation or ordered by any court of competent jurisdiction) or otherwise)) shall be accompanied by payment payment, in Cash, of accrued interest on the principal amount being repaid or prepaid, prepaid and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect required fees or repayment premium pursuant to such Loan) shall be applied to the payment of interest then due and payable before application to principalSection 2.12(c). (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal principal, premium and interest due hereunder, together with all other amounts due thereto, including all fees Fees payable with respect theretothereto (or, to the extent any such amounts are paid with respect to any such Lender’s interests individually, the Administrative Agent shall promptly distribute to such Lender such amounts), to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any LIBOR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Except as otherwise provided herein and subject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest and of Fees hereunder. (f) The Administrative Agent shall deem any Any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 1:00 p.m. (New York City time) for any payments in Dollars to on the date due shall be a non-conforming paymentnon‑conforming payment in the Administrative Agent’s sole discretion. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic written notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 8.1(a)7.01. Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event 70 | less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full2.09. (g) If an Event of Default shall have occurred and is continuing and not otherwise been waivedwaived or cured, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral7.01, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement7.02.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the a bank account in New York designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All Subject to the proviso set forth in Section 2.8(e), all payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the proviso set forth in the definition of "Interest Period", whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Borrower hereby authorizes Administrative Agent to charge Borrower's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds at or prior to 12:00 p.m. (New York City time) on the due date for any payments in Dollars such payment to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance the following order: First, to the payment of all amounts payable under the Credit Documents on account of the Collateral Agent's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent or any co-trustee or agent of the Collateral Agent in connection with any Credit Document; Second, to the Administrative Agent for application arrangements to the payment of all outstanding Obligations that are then due and payable in such order as may be provided in the Credit Documents in an amount sufficient to pay in full in cash all outstanding Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, and including any applicable post-default rate, specified in the Credit Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding); and Third, any surplus remaining after the payment in full of the amounts described in Section 4.02 the preceding clauses will be paid to Borrower or the applicable Guarantor, as the case may be, its successors or assigns, or as a court of the Pledge and Security Agreementcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of Lendersthe Lenders or Administrative Agent; for provided that payments required to be made directly to Issuing Bank shall be so made. For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments payment received in respect of any Loan on a date when interest or premium is due and payable with respect to such Loan) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) The Administrative Agent (or its an agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBO Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The [Reserved] ​ (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 Default Rate from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to Obligations, including all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Lenders and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds (other than interest that accrues at the PIK Rate and is capitalized in accordance with Section 2.07), without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the Administrative Agent not later thanaccount of Lenders, 12:00 prior to 1:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of LendersOffice; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on (other than interest accrued at the PIK Rate) on, and any fees and costs required to be paid with respect to, the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address and/or account as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds immediately available funds prior to 12:00 1:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest . (f) Unless Administrative Agent shall continue have received notice from Borrower prior to accrue the date on which any principal as to which a non-conforming payment is due to Administrative Agent for the account of the Lenders that Borrower will not make such payment, Administrative Agent may assume that such payment has been made until on such funds become date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds (but in no event less than the period with interest thereon, for each day from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until including the date such amount is paid distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate from time to time in fulleffect. (g) If an Event A notice of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant Administrative Agent to any sale of, Lender or Borrower with respect to any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, amount owing under Section 2.05(b) and/or Section 2.15(f) shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreementconclusive, absent manifest error.

General Provisions Regarding Payments. (a) All payments by a the Borrower or any other Credit Party of principal, interest, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in the currency specified therefor, and if not so specified, in Dollars in Same Day FundsDollars, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, to the account of the Administrative Agent most recently designated by it for such purpose and delivered to the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of LendersPersons entitled thereto; for purposes of computing interest provided that payments required to be made directly to an Issuing Bank shall be so made and feespayments made pursuant to Sections 2.17(c), funds 2.18, 2.19, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the Administrative Agent after that time on such due date shall be deemed account of any other Person to have been paid by such Borrower on the next succeeding Business Dayappropriate recipient promptly following receipt thereof. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any Any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made received by the Administrative Agent in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment on the date due shall not be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining applicability of Section 2.9), on the Business Day next succeeding the date of receipt (or, if later, the Business Day next succeeding the date the funds received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agent in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 8.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations (other than the APLP Obligations) shall be made in the currency specified thereforDollars or Canadian Dollars, and if not so specifiedas applicable, in Dollars in Same Day Funds, without reduction, defense, recoupment, setoff or counterclaim, free of any restriction or condition, and and, except as otherwise required herein, delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans, the in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 3:00 p.m. (New York City time) for any payments in Dollars to be a non-non conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-non conforming. Any non-non conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest and fees shall continue to accrue on any principal as to which a non-non conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations (other the APLP Obligations) shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agent in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 9.2 of the U.S. Pledge and Security Agreement, Section 5.5 of the Holdings Pledge Agreement or in Section 6.3 of the Canadian Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the Administrative Agent account of Lenders, not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office 1350 Avenue of the Administrative Agent for Americas, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or via wire transfer of immediately available funds to the account of Lendersspecified on Schedule or as otherwise noticed to Company from time to time; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than pursuant to Section 2.14(c)) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Lender requesting compensation pursuant to Section 2.16(b)LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (g) If Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waivedis Continuing, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations in accordance with Section 4.02 2.14(b); and third, to the extent of any excess of such proceeds, to the Pledge and Security Agreementpayment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Borrower hereby authorizes the Administrative Agent in order to cause timely payment to be made to Agents of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall (except for the purpose of Section 8.1(a)) not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.11 from the date such amount was due and payable until the date such amount is paid in full. (gh) [Reserved] (i) If an Event of Default shall have occurred and not otherwise been waived, and to the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant extent any payment owed to any sale of, any collection from, or other realization upon all Agent or any part of Lender is not made when due, the CollateralBorrower hereby authorizes each Agent and such Lender, all payments or proceeds received subject to any notice period provided in the Orders, to setoff and charge any amount so due against any deposit account maintained by the Borrower with the Administrative Agent or such Lender, whether or not the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreementdeposit therein is then due.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, premium, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered . Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. All payments of interest on the Notes shall be paid to the Administrative Agent persons in whose names such Notes are registered on the Security Register at the close of business on the date fifteen (15) calendar days immediately preceding the related Interest Payment Date (the “Regular Record Date”) and all payments of principal on the Notes shall be paid to the persons in whose names such Notes are registered on the applicable Liquidity Event Payment Date or at the Stated Maturity Date, as applicable. Payments of principal (including Capitalized Interest) on any Note (other than on a Liquidity Event Payment Date as set forth in Section 9.06) shall be payable without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Borrowers made concurrently with or reasonably promptly after payment or prepayment in full of any Note, the Lenders shall surrender such Note for cancellation reasonably promptly after any such request, to the Borrowers at their principal executive office. Payments of interest on Notes shall be made, in accordance with this Agreement and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the Person entitled thereto at such Person’s address appearing on the Security Register or by wire transfer to such account as any Lender shall designate by written instructions received by any Borrower no less than 15 days prior to any applicable Interest Payment Date, which wire instruction shall continue in effect until such time as such Lender otherwise notifies the Borrowers or such Lender no longer is the registered owner of such Note or Notes. All payments shall be made not later than, 12:00 than 3:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lendersdue; for purposes of computing interest and fees, funds received by the Administrative Agent any Lender after that time on such due date shall be deemed to have been paid by such Borrower Borrowers on the next succeeding Business Day. Until the Borrowers receive instructions to the contrary, all payments to the Purchaser shall be made at the address specified in Section 12.01. (b) Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in the Notes that the notice of any optional redemption specify a Business Day as the date fixed for such redemption), any payment of principal of, or premium or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. (bc) All payments in respect of the principal amount of any Loan Note shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan Note on a date when interest is due and payable with respect to such LoanNote) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any A Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower the Borrowers hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. noon (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent such Lender until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent applicable Lender shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) Borrowers if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate plus the interest rate determined pursuant to Section 2.6 stated on the Note from the date such amount was due and payable until the date such amount is paid in full. (ge) If an Event All payments by Borrowers of Default shall have occurred principal, premium, interest, fees and not otherwise been waived, and the maturity of the other Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of be made on a pro rata basis among the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security AgreementLenders.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 1:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal[Reserved]. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, the amount due to such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest or fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 1:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment not conformed according to the following sentence and not fully reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.4(d) may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. full (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the reimbursed through a withdrawal from a Cash Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described Account as provided in Section 4.02 of the Pledge and Security Agreement2.4(d)).

General Provisions Regarding Payments. (a) All payments by a Borrower the Issuer of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, and delivered to the Administrative Note Agent not later than, than 12:00 p.m. (New York City time) on the date due at to the Principal Office account designated in writing from time to time of the Administrative Note Agent for the account of Lendersthe Purchasers; for purposes of computing interest and fees, funds received by the Administrative Note Agent after that time on such due date shall may (at the discretion of the Note Agent) be deemed to have been paid by such Borrower the Issuer on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan Note on a date when interest is due and payable with respect to such LoanNote) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Note Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Purchaser at such address as such Lender Purchaser shall indicate in writing, such LenderPurchaser’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Note Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b)Affected Purchaser or if any Affected Purchaser makes Base Rate Credit Extensions in lieu of its Pro Rata Share of any Eurodollar Rate Credit Extensions, the Administrative Note Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any The Issuer hereby authorizes the Note Agent to charge the Issuer’s accounts with the Note Agent in order to cause timely payment to be made to the Note Agent of all principal, interest, fees and expenses due hereunder with respect (subject to any Loan shall be stated to be due on a day sufficient funds being available in its accounts for that is not a Business Day, such payment shall be made on the next succeeding Business Daypurpose). (f) The Administrative Note Agent shall may (at its discretion) deem any payment by or on behalf of a Borrower the Issuer hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not may (at the discretion of the Note Agent) be deemed to have been received by the Administrative Note Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Note Agent shall give prompt telephonic notice to the applicable Borrower Issuer and each applicable Lender (confirmed in writing) Purchaser if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (g) If an Event of Default shall have occurred and not otherwise been waivedwaived or cured, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement8.2.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent Agent, for the account of the Lenders, not later than, 12:00 than 3:00 p.m. (New York City time) on the date due at via wire transfer of immediately available funds to the Principal Office of the Administrative Agent for the account of LendersPayment Account; for purposes of computing interest and fees, funds not so received by the Administrative Agent after at or before that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not only be deemed to have been received by the Administrative Agent until on the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice Day (except to the applicable Borrower extent such delay in payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event available for distribution as of Default 3:00 p.m. on such Business Day in accordance with the terms of Section 8.1(a2.11 or Section 2.12). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (gb) If an Event of Default shall have occurred and not otherwise been waived, and the maturity All payments in respect of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part principal amount of the CollateralLoans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all payments or proceeds fees payable with respect thereto, to the extent received by the Administrative Agent or Agent. (d) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the Collateral Trustee next succeeding Business Day and such extension of time shall be included in respect of any the computation of the Obligations, payment of interest hereunder. (e) The Administrative Agent shall be applied give prompt telephonic notice to the Borrower and each Lender (confirmed in accordance writing) if any payment is not made in conformity with the application arrangements described in this Section 4.02 of the Pledge and Security Agreement2.12.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. Noon (New York City time) on the date due at the Principal Funding and Payment Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) . All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The . Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender shall indicate in writingmay request, such Lender’s applicable share its Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) . Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) . Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (fDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to SECTION 2.14(d) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received paid by the Administrative Agent until Company on the later of (ia) the time date such funds become available fundsamounts are so deposited, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writingb) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default Company elects to apply such amounts in accordance with SECTION 2.14(d), the terms of Section 8.1(a)applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans. Interest shall continue Company hereby authorizes Administrative Agent to accrue on any principal as charge Company's accounts with Administrative Agent in order to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such cause timely payment to the next succeeding applicable Business Day) at the rate determined pursuant be made to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreementits accounts for that purpose).

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the Administrative Agent account of Lenders, not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office 1350 Avenue of the Administrative Agent for Americas, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or via wire transfer of immediately available funds to the account of Lendersspecified on Schedule or as otherwise noticed to Company from time to time; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than pursuant to Section 2.14(c)) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Lender requesting compensation pursuant to Section 2.16(b)LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waivedis Continuing, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations in accordance with Section 4.02 2.14(b); and third, to the extent of any excess of such proceeds, to the Pledge and Security Agreementpayment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations of the applicable Class shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the Administrative Agent account of the applicable Class of Lenders, not later than, than 12:00 p.m. (New York City Pacific time) on the date due at the Principal Office via wire transfer of the immediately available funds to such account as Administrative Agent for the account of Lendersmay designate from time to time; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan of a particular Class shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender of the applicable Class at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City Pacific time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Borrower for payments and each Lender of the applicable Borrower and each applicable Lender Class (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default Unless Administrative Agent shall have occurred and received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant make available to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect such Lender’s share of any of the Obligationssuch Borrowing, shall be applied Administrative Agent may assume that such Lender has made such share available on such date in accordance with the application arrangements described Section 2.01(b), Section 2.02(b) and Section 2.04(b), as applicable, and may, in Section 4.02 reliance upon such assumption, make available to Borrower a corresponding amount on such date. In such event, if a Lender has not in fact made its share of the Pledge applicable Borrowing available to Administrative Agent, then the applicable Lender and Security AgreementBorrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to LIBOR Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent. (h) Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Bank hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Bank, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of Lenders; for the Lenders or Administrative Agent. For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments payment received in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its an agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any ConversionConver- sion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBO Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such WEIL:\96958663\10\71605.0155 extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The [Reserved]. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 Default Rate from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to Obligations, including all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Lenders and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in which such Obligation is denominated (either EXECUTION Dollars or Euro) in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Applicable Administrative Agent not later than, than 12:00 p.m. (New York City timeLocal Time) on the date due at the Applicable Administrative Agent's Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Applicable Administrative Agent after that time on such due date shall be deemed to have been paid by such the applicable Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Applicable Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Applicable Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, the Applicable Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Each Borrower hereby authorizes each Administrative Agent to charge such Borrower's accounts with such Administrative Agent in order to cause timely payment to be made to such Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Applicable Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City timeLocal Time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Applicable Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Applicable Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.EXECUTION

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day unless such succeeding Business Day occurs after the Maturity Date, in which case, such payment shall be made on the immediately preceding Business Day. (f) The Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the due, to Administrative Agent Agent’s Account for the account of the Agents and the ratable account of the Lenders, as applicable; for purposes of computing interest and fees, funds received by the Administrative Agent after that time 12:00 p.m. (New York City time) on such due date shall may be deemed to have been paid by such the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address or to such account as such Lender shall indicate in writingwriting to Administrative Agent, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, in each case, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall may deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not may, at the election of the Administrative Agent, be deemed to have not been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, waived and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, Obligations shall be applied first, to pay any costs and expenses then due to any Agent in accordance connection with the application arrangements described foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to any Agent under the Credit Documents until paid in Section 4.02 full, second, to pay any costs, expenses, indemnities, fees or premiums then due to Administrative Agent under the Credit Documents until paid in full, third, ratably to pay any expenses or indemnities then due to any of the Pledge Lenders under the Credit Documents, until paid in full, fourth, ratably to pay interest due in respect of the Term Loan until paid in full, fifth, ratably to pay the principal amount of all Term Loans then outstanding until paid in full, and Security Agreementsixth, to pay ratably any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by a Borrower the Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent by wire transfer not later than, than 12:00 p.m. (New York, New York City time) on the date due at specified for payment under this Agreement to the Principal Office of the account designated by Administrative Agent from time to time maintained by Administrative Agent or its Affiliates for the account of Lenders; for purposes of computing interest and fees, funds received by the Lenders or the Administrative Agent Agent, as the case may be, in U.S. Dollars in immediately available funds. Any payment received after that time on such due date 12:00 p.m. (New York, New York time) shall be deemed to have been paid by such Borrower received on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, any prepayment premium or similar amounts payable under any Credit Document and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The [Reserved] (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.09 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.01, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations (including, but not limited to, Obligations arising under any Approved Interest Rate Agreement or Currency Agreement that are owing to any sale ofLender or Lender Counterparty), including, but not limited to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Lenders and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defensesame day funds without, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of to the Administrative Agent Agent’s Account for the account of Lenders; for purposes of computing interest and fees, funds ▇▇▇▇▇▇▇. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such the Borrower on the next succeeding Business Day. (b) All payments repayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments prepaid (and, in addition to any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalPremium due). (c) The To the extent any payments are received by the Administrative Agent (instead of in accordance with Section 2.12(a) or its agent or sub-agent appointed by it) Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender▇▇▇▇▇▇’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereofExcept as otherwise expressly provided herein, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Interest and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity waived or all or any portion of the Obligations Loans shall have been accelerated pursuant hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part 4.02(b) of the CollateralSwap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the Obligations, Obligations shall be applied applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in accordance connection with the application arrangements described foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in Section 4.02 full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Pledge Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and Security Agreementpayable.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent paid not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office via wire transfer of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds immediately available funds. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Revolving Loan (other than, unless requested by the Administrative Agent, voluntary prepayments of Revolving Loans or payments pursuant to Section 2.10) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Revolving Lender, at such address as such Lender shall indicate in writing, the applicable Pro Rata Share of each such Lender’s applicable share Lender of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to or performance of any Loan covenant shall be stated to be due on a day that is not a Business Day, such payment or performance shall be made on or prior to the next succeeding Business DayDay and, with respect to payments, such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Except as set forth in the proviso to Section 2.12(a), Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder to them that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars on its due date to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice via electronic mail to the applicable Borrower and each applicable Lender (confirmed in writing) Company if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant otherwise applicable to Section 2.6 such paid amount from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Borrower hereby authorizes Administrative Agent to charge Borrower's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security AgreementAgreement and Section 2.17 below.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of Lendersthe Lenders or Administrative Agent; for provided that payments required to be made directly to Issuing Bank shall be so made. For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments payment received in respect of any Loan on a date when interest or premium is due and payable with respect to such Loan) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) The Administrative Agent (or its an agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such LenderL▇▇▇▇▇’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any SOFR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The [Reserved] (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 Default Rate from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to Obligations, including all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Lenders and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments (including prepayments) to be made by the Company under any Financing Document, including payments of principal of and premium and interest on the Notes, fees, expenses and indemnities, shall be made without set-off or counterclaim and in immediately available funds. If any payment hereunder becomes due and payable on a Borrower day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest, fees and other Obligations interest thereon shall be made payable at the then applicable rate during such extension. The Company shall make all payments in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered immediately available funds to the Administrative Agent not later than, 12:00 p.m. each Lender's Payment Account before 11:00 A.M. (New York City time) on the date due at when due. Each payment (including prepayments) by the Principal Office of the Administrative Agent for the Company on account of Lenders; for purposes principal of computing and interest and fees, funds received on any Loans shall be made pro rata according to the respective outstanding principal amounts of such Class of Loans held by each Lender. All amounts payable by the Administrative Agent after that time on such Company hereunder or under any other Financing Document not paid when due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All other than payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunderon the Notes, together with all other which shall bear interest as set forth therein) shall bear interest, payable on demand, for each day until paid at a rate per annum equal to 2% plus the then applicable rate of interest charged on such amounts due theretounder the Financing Documents (or, including all fees payable if the Financing Documents do not provide for any interest to be charged on such amounts, 2% plus the then applicable rate of interest charged on Working Capital Loans); provided, that, solely with respect thereto, to the extent received reimbursable expenses and other unscheduled amounts payable from time to time by the Administrative Agent. (d) Notwithstanding Company hereunder or under any other Financing Document, so long as no Event of Default is then in existence the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto interest provided for in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder this sentence with respect to any Loan reimbursable expenses or other such unscheduled amounts shall be stated not accrue until the lapse of three Business Days following the delivery by the Agent or any Lender to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf Company of a Borrower hereunder that is not made statement, in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any reasonable detail, setting forth such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was then due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, expenses or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreementamounts.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the Administrative Agent account of Lenders, not later than, 12:00 than 3:00 p.m. (New York City time) on the date such payment is due at the Principal Office of the and payable to Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds Agent’s Account. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the MOIC, the Yield Maintenance Premium and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due commitment fees and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 3:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.2, all payments or pursuant proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale ofsale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with full or in part as follows: (g) For purposes of Section 2.12(f) (other than clause eighth of Section 2.12(f)), “paid in full” means payment in cash of all amounts owing under the application arrangements described Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of clause eighth of Section 4.02 2.12(f), “paid in full” means payment in cash of all amounts owing under the Pledge Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and Security Agreementspecifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders, not later than 3:00 p.m. to Administrative Agent's Account; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business DayDay unless otherwise consented to by Administrative Agent. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued and unpaid interest on the principal amount being repaid or prepaid, any applicable Prepayment PremiumMake Whole and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is other amounts due and payable hereunder with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding Subject to the foregoing provisions hereofprovisos set forth in the definition of "Interest Period", if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 3:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with and subject to the terms and conditions of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale ofsale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described full or in Section 4.02 of the Pledge and Security Agreement.part as follows:

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest , not later than 1:00 p.m. (or such later time as the Administrative Agent may agree) on the date such payment is due and fees, funds payable to Administrative Agent’s Account. Funds received by the Administrative Agent after that time on such due date shall may be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, any Prepayment Premium, any Applicable Premium, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding Subject to the foregoing provisions hereofprovisos set forth in the definition of “Interest Period”, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 1:00 p.m. (New York City timeor such later time as the Administrative Agent may agree) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed not to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.2, all payments or pursuant proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale ofsale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of the Obligations, shall be applied Protective Advances until paid in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.full;

General Provisions Regarding Payments. (a) All payments by a Borrower any Credit Party of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of Lenders; for . For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Credit Party on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable pro rata share of all payments and prepayments of principal and interest due to such Lender hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Intentionally Omitted. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower any Credit Party hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-non conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-non conforming. Any non-non conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest If such non conforming payment is a payment of principal and constitutes an Event of Default in accordance with Section 8.1(a), interest shall continue to accrue on any principal as to which a non-non conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate, determined pursuant to Section 2.6 2.10, from the date such principal amount was due and payable until the date such principal amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been cured or waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations (including, but not limited to, Obligations arising under any Interest Rate Agreement or Currency Agreement that are owing to any sale ofLender or Lender Counterparty), including, but not limited to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) to the extent no longer contingent and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements described in Section 4.02 terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Pledge Lenders (in accordance with Section 2.15(b)) and Security Agreementthe Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of Borrower or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest , not later than 10:00 a.m. on the date such payment is due and fees, funds payable to Administrative Agent’s Account. Funds received by the Administrative Agent after that time on such due date shall may be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued but unpaid interest on the principal amount being repaid or prepaid, any Prepayment Premium, any Applicable Premium, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is other amounts due and payable hereunder with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent.. | (d) Notwithstanding Subject to the foregoing provisions hereofprovisos set forth in the definition of “Interest Period”, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall may deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars 10:00 a.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.2, all payments or pursuant proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale ofsale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full; third, ratably to pay principal of Protective Advances then due and payable until paid in full; fourth, ratably to pay the Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; fifth, ratably to pay interest then due and payable in respect of the ObligationsTerm Loan until paid in full; sixth, ratably to pay the principal of the Initial Term Loan until paid in full; seventh, ratably to pay the Obligations in respect of any Prepayment Premium and Applicable Premium then due and payable to the Lenders until paid in full; and eighth, to the ratable payment of all other Obligations then due and payable until paid in full. (g) For purposes of Section 2.12(f) (other than clause eighth of Section 2.12(f)), “paid in full” means payment in cash of all amounts due and payable under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including | interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of clause eighth of Section 2.12(f), “paid in full” means payment in cash of all amounts due and payable under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (h) Except as set forth in Section 10.26, (x) in the event of a direct conflict between the priority provisions of Section 2.12(f) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the fullest extent possible, to be in accordance concert with each other; and (y) in the application arrangements described event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.12(f) shall control and govern. (i) The Lenders and ▇▇▇▇▇▇▇▇ hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account with any amount due and payable by Borrower under any Loan Document. Each of the Lenders and Borrower agree that Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.02 3.2 have been satisfied. Any amount charged to the Loan Account shall be deemed a Loan hereunder made by the Lenders to Borrower, funded by Administrative Agent on behalf of the Pledge Lenders and Security Agreementsubject to Section 2.2. The Lenders and Borrower confirm that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent’s discretion, provided that Administrative Agent shall from time to time charge the Loan Account of Borrower with any amount due and payable under any Loan Document. (j) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any SOFR Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (andtogether with any premium, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalif applicable. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan Obligation shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) Company hereby authorizes Administrative Agent to charge Company’s accounts (other than payroll, tax or trust accounts) with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). In addition, the Lenders and the Company hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account of the Company with any amount due and payable by the Company with respect to the Loans and other Obligations under any Credit Document; provided, that, in the case of expenses, the Administrative Agent shall deliver invoices to Company three (3) Business Days prior to charging the Loan Account for such invoiced expenses. Each of the Lenders and the Company agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 3.3 have been satisfied or waived in accordance with this Agreement. Any amount charged to the Loan Account of the Company in accordance with the terms hereof shall be deemed to constitute Obligations hereunder and shall accrue interest at the rate then applicable to a Loan that is a Base Rate Loan. The Lenders and the Company confirm that any charges which the Administrative Agent may so make to the Loan Account of the Company as herein provided will be made as an accommodation to the Company and solely at the Administrative Agent’s discretion, provided that, in the absence of a continuing Event of Default, the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Company with any amount due and payable under any Credit Document. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described following order: (i) first, to pay (x) any Collateral Agent Advances then due to Collateral Agent and (y) Obligations in Section 4.02 respect of any expense reimbursements or indemnities then due to any Agent; (i) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Pledge Lenders and Security AgreementIssuing Banks; (ii) third, to pay Obligations in respect of any fees then due and owing the Lenders and Issuing Banks (other than Synthetic L/C Fees); (iii) fourth, to pay interest and Synthetic L/C Fees then due and payable in respect of Loans and Synthetic Letters of Credit, as applicable, on a pro rata basis; (iv) fifth to pay or prepay principal amounts on the Loans, unreimbursed Synthetic L/C Disbursements, to provide cash collateral in respect of Synthetic L/C Undrawn Amounts, and to pay amounts due and owing Lenders and Issuing Banks in respect of Hedge Agreements that are Credit Documents, on a pro rata basis; and (v) sixth, to the ratable payment of all other Obligations.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Lender Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defensewithout, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the to Administrative Agent Agent’s Account for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding Subject to the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), provisos set forth in the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Lender Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, Lender Obligations shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement2.14 hereof.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 p.m. than 11:00 a.m. (New York City time) on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisions set forth in the definition of “Interest Period” as they apply to Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) [Reserved]. (g) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (h) [Reserved]. (i) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations after the occurrence and during the continuance of an Event of Default and agrees that notwithstanding the provisions of Section 2.14(a) and clause (g) If above, if an Event of Default shall have occurred and not otherwise been waived, and the maturity Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of8.1, any collection fromshall, or other realization upon all or any part of the Collateral, apply all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any Obligations in the following order: (i) first, to pay any costs and expenses then due to the Administrative Agent under the Credit Documents; (ii) second, to pay Obligations in respect of any fees then due to the Facility Agent and the Lenders; (iii) third, ratably to pay interest due in respect of the Loans; (iv) fourth, to pay or prepay principal amounts on the Loans; (v) fifth, to pay any other Obligations; and (vi) sixth, to Borrower or such other Person entitled thereto under applicable law; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (vi) above the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be applied allocated to the payment of such Obligation ratably, based on the proportion of the applicable Facility Agent’s and each Lender’s interest in accordance the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i) through (vi) above may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower or by any other Person that is not a Lender. The order of priority set forth in clauses (i), (ii), (iii) and (iv) above may be changed only with the application arrangements described in Section 4.02 prior written consent of the Pledge and Security AgreementAdministrative Agent in addition to that of the Requisite Lenders.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the to Administrative Agent Agent’s Account for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-non conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-non conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a the Borrower or any other Credit Party of principal, interest, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in the currency specified therefor, and if not so specified, in Dollars in Same Day FundsDollars, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent in the United States of America most recently designated by it for such purpose and delivered to received by the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lendersthe Persons entitled thereto; for purposes of computing interest provided that payments required to be made directly to an Issuing Bank shall be so made and feespayments made pursuant to Sections 2.17(c), funds 2.18, 2.19, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the Administrative Agent after that time on such due date shall be deemed account of any other Person to have been paid by such Borrower on the next succeeding Business Dayappropriate recipient promptly following receipt thereof. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if If any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Borrowing, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Whenever Subject to the proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) The Administrative Agent shall deem any Any payment hereunder by or on behalf of a the Borrower hereunder to the Administrative Agent that is not made received by the Administrative Agent in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment on the date due shall, unless the Administrative Agent shall not determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations Loans shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agent in respect of any of the Obligations, shall or from any sale of, collection from or other realization upon all or any part of the Collateral, shall, subject to Sections 2.3(h) and 2.21(d)(iii) and the requirements of any applicable Permitted Intercreditor Agreement, be applied in accordance with the application arrangements described set forth in Section 4.02 5.02 of the Pledge and Security Agreement. (g) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders or Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or Issuing Banks, as the case may be, severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Rate.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office (or at such other location as may be designated by Administrative Agent from time to time) of the Administrative Agent for the account of LendersLenders or via wire transfer of immediately available funds to a bank account designated by Administrative Agent from time to time; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter.[Reserved] (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic written notice (which may be electronic mail) to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waivedbe continuing, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or (including from Collateral Agent pursuant to the Collateral Trustee Intercreditor Agreement) in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement8.2.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specifiedDollars, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or conditioncondition (other than any security or quasi- security arising in connection with any cash pooling, netting or set-off arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (including any security or quasi-security granted in favor of the financial institution with whom such arrangements are entered into in order to secure obligations under such arrangements and including an ancillary facility which is an overdraft comprising more than one account)), and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for . For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loan) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender▇▇▇▇▇▇’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt electronic or telephonic notice (confirmed in writing) to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations under the Loan Documents shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.01, all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the ObligationsObligations under the Loan Documents, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement2.15(b).

General Provisions Regarding Payments. (a) All payments by a the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defensesame day funds without, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of to the Administrative Agent Agent’s Account for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such the Borrower on the next succeeding Business Day. (b) All payments repayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments prepaid (and, in addition to any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalPremium due). (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereofExcept as otherwise expressly provided herein, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Interest and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and be continuing and not otherwise been waived, and the maturity waived or all or any portion of the Obligations Loans shall have been accelerated pursuant hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part 4.02(b) of the CollateralSwap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the Obligations, Obligations shall be applied applied: (i) first, to pay any costs and expenses then due to the Administrative Agent in accordance connection with the application arrangements described foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent under the Loan Documents until paid in Section 4.02 full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent or any of the Pledge Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Interest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and Security Agreementpayable.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees fees, and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff setoff, or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account or via wire transfer of immediately available funds to account number 210400265 maintained at City National Bank, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ABA# ▇▇▇▇▇▇▇▇▇; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Applicable Prepayment Premium, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. noon (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.01, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: (i) first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than the Applicable Prepayment Premium), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the ObligationsApplicable Prepayment Premium then due and payable to Lenders with a Term Loan Commitment until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(h) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the fullest extent possible, to be in accordance concert with each other. In the application arrangements described in event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 4.02 of the Pledge 2.15(h) shall control and Security Agreementgovern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) noon on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address address, as such Lender shall indicate in writing, such Lender’s applicable share Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (dc) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender of any Tranche makes Base Rate Loans in lieu of its Applicable Percentage of any LIBOR Rate Loans of such Tranche, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Whenever Subject to the proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars noon to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made made, until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateralbe continuing, all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.applied:

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent's Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day.. SECOND LIEN CREDIT AND ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇ Server 7A EXECUTION (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder. (f) The Company hereby authorizes Administrative Agent to charge Company's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees fees, and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff setoff, or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account or via wire transfer of immediately available funds to such other account as the Administrative Agent shall specify for such purpose by notice to the Borrower; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower ▇▇▇▇▇▇▇▇ on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Applicable Prepayment Premium, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Term SOFR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. noon (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.01, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: (i) first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than the Applicable Prepayment Premium), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of any fees (other than the Applicable Prepayment Premium) and indemnities then due and payable to Lenders with a Term Loan, Delayed Draw Term Loan or Delayed Draw Term Loan Commitment until paid in full, (v) fifth, interest then due and payable in respect of the ObligationsDelayed Draw Term Loans and Term Loan until paid in full, (vi) sixth, ratably to pay principal of the Delayed Draw Term Loans and Term Loan until paid in full, (vii) seventh, ratably to pay the Obligations in respect of the Applicable Prepayment Premium then due and payable to Lenders with a Term Loan or Delayed Draw Term Loan until paid in full, (viii) eighth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(h) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the fullest extent possible, to be in accordance concert with each other. In the application arrangements described in event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 4.02 of the Pledge 2.15(h) shall control and Security Agreementgovern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later thanAgent, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders, not later than 3:00 p.m. to Administrative Agent's Account; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business DayDay unless otherwise consented to by Administrative Agent. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued and unpaid interest on the principal amount being repaid or prepaid, any applicable Prepayment Premium and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is other amounts due and payable hereunder with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding Subject to the foregoing provisions hereofprovisos set forth in the definition of “Interest Period”, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 3:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with and subject to the terms and conditions of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) If At any time an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale ofsale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than any Prepayment Premium), expense reimbursements, indemnities and other amounts then due and payable to the Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of the Obligations, shall be applied Protective Advances until paid in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.full;

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) noon on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal[Reserved.] (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender of any Tranche makes Base Rate Loans in lieu of its Applicable Percentage of any LIBOR Rate Loans of such Tranche, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (f) The [Reserved.] (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars noon to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateralbe continuing, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations shall be applied: first, to pay any costs, expenses, fees, commissions and taxes (including reasonable fees, charges and disbursements of counsel to the Collateral Agent) then due Collateral Agent in connection with the sale, foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and indemnities and other amounts then due to Collateral Agent under the Credit Documents until paid in full, including without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; second, to pay any costs, expenses, indemnities, fees or premiums (including fees, charges and disbursements of counsel to the Administrative Agent, Arrangers and Other Agents) then due to Administrative Agent, Arrangers and Other Agents under the Credit Documents until paid in full, including without limitation amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; third, to pay any costs, expenses, fees, commissions and taxes (including reasonable fees, charges and disbursements of counsel to the Secured Parties) then due to the Secured Parties in connection with the sale, foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, all expenses, liabilities and advances made or incurred by the Secured Parties in connection therewith, and indemnities and other amounts then due to the Secured Parties under the Credit Documents until paid in full, including with limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; fourth, ratably to pay any expenses or indemnities then due to any of the Lenders and the L/C Issuer under the Credit Documents, ratably among the Lenders and the L/C Issuer until paid in full; fifth, ratably to pay interest and fees due in respect of the Loans, L/C Obligations, shall be applied L/C Borrowings and Letters of Credit, ratably among the Lenders and the L/C Issuer until paid in accordance with full; sixth, ratably to pay the application arrangements described principal amount of all Loans and L/C Borrowings then outstanding, ratably among the Lenders and the L/C Issuer in Section 4.02 proportion to the respective amounts, until paid in full; seventh, to the Administrative Agent for the account of the Pledge L/C Issuer, to Cash Collateralize at the Applicable Cash Collateralization Percentage that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit issued by the L/C Issuer; eighth, to pay ratably any other Obligations then due and Security Agreementpayable; and ninth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Index Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Company hereby authorizes Administrative Agent to charge Company’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations hereunder shall be made in the currency specified therefor, and if not so specified, paid in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaimcounterclaim or any deduction or withholding whatsoever, free including for any and all present and future taxes. If the Borrower makes a payment under this Agreement to which withholding tax applies or if any taxes (other than taxes on net income imposed by any Governmental Authority and measured by the taxable income the Lender would have received if all payments under or in respect of this Agreement were exempt from taxes levied by such Governmental Authority) are at any time imposed on any payments under or in respect of this Agreement including, but not limited to, payments made pursuant to this paragraph, the Borrower shall pay all such taxes to the relevant authority in accordance with Applicable Law such that the Lender receives the sum it would have received had no such deduction or withholding been made (or, if the Borrower cannot legally comply with the foregoing, the Borrower shall pay to Lender such additional amounts as will result in the Lender receiving the sum it would have received had no such deduction or withholding been made). Further, the Borrower shall also pay to the Lender, promptly upon demand, all additional amounts that the Lender specifies as necessary to preserve the after-tax yield the Lender would have received if such taxes had not been imposed. The Borrower shall promptly provide the Lender with an original receipt or certified copy issued by the relevant authority evidencing the payment of any restriction such amount required to be deducted or condition, and delivered to the Administrative Agent not later than, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Daywithheld. (b) All payments in respect The Lender may (but shall not be required to), and the Borrower hereby authorizes the Lender to, debit a deposit account of the principal amount Borrower held with the Lender or any of any Loan shall its Affiliates and designated for such purpose by the Borrower in order to cause timely payment to be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied made to the payment Lender of all principal, interest then and fees due and payable before application hereunder or under any other Credit Document (subject to principalsufficient funds being available in its accounts for that purpose). (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, Subject to the extent received by provisos set forth in the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest or fees hereunder, but such payment shall be deemed to have been made on the date therefor for all other purposes hereunder. (fd) The Administrative Agent Lender may, but shall not be obligated to, deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 3:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent Lender until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent Lender shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a9.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such 34 LEGAL02/44107030v1 payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from Default Rate from, and including, the date such amount was due and payable until to, and including, the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specifiedDollars, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or conditioncondition (other than any security or quasi-security arising in connection with any cash pooling, netting or set-off arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (including any security or quasi-security granted in favor of the financial institution with whom such arrangements are entered into in order to secure obligations under such arrangements and including an ancillary facility which is an overdraft comprising more than one account)), and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of designated by the Administrative Agent for the account of Lenders; for . For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loan) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt electronic or telephonic notice (confirmed in writing) to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations under the Loan Documents shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.01, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the ObligationsObligations under the Loan Documents, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement2.15(b).

General Provisions Regarding Payments. (ai) All payments by a Borrower the Issuer of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York, New York City time) on the date due at to the Principal Office of Agent’s Account (subject to extension to a later time on such day by the Administrative Agent Requisite Holders) for the account of Lendersthe Holders; for purposes the Agent shall give the Holders prompt written notice of computing interest and feesamounts due, funds but not received by the Administrative Agent, on such due date and at such time. Funds received by the Agent after that time on such due date shall may be deemed by the Requisite Holders to have been paid by such Borrower the Issuer on the next succeeding Business DayDay for the purposes of calculating interest thereon. (bii) All payments prepayments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, prepaid and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is other amounts due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalthereon. (ciii) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute by wire transfer to each Lender at such address as such Lender shall indicate Holder to the account indicated in writingwriting to the Agent by each applicable Holder, such LenderHolder’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (eiv) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next immediately succeeding Business Day (and such extension of time shall be included in the computation of the payment of interest hereunder), except in the case of a scheduled payment of interest in which case such payment shall be made on the immediately preceding Business Day. (fv) The Administrative Agent shall may, at the direction of the Requisite Holders, deem any payment by or on behalf of a Borrower the Issuer hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York, New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not may be deemed by the Requisite Holders to have been received by the Administrative Agent until on the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Interest and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable immediately preceding Business Day) at the applicable rate determined pursuant to Section 2.6 2.06(a) from the date such amount was due and payable until the date such amount is paid in full. (gvi) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateralbe continuing, all payments or proceeds received by the Administrative Agent or the Collateral Trustee hereunder in respect of any of the Obligations shall be applied first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent in its capacity as such, second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders and the other Indemnitees listed under Section 11.03 under the Note Documents, third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes, fourth, pro rata to pay the Make-Whole Amount (plus any premium payable in connection therewith) or Prepayment Fee, as applicable, or other amount due and payable pursuant to Section 2.10(g), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount (plus any premium payable in connection therewith) or Prepayment Fee, as applicable, or other amount due and payable pursuant to Section 2.10(g) resulting from the prepayment of principal under clause fifth below), fifth, pro rata to payment of principal (including any amount due under Section 8.02) outstanding on the Notes which have not yet been reimbursed by or on behalf of the Issuer at such time, sixth, pro rata to any other Obligations, and seventh, any excess, after all of the Obligations shall have been paid in full in cash, shall be applied in accordance with paid to the application arrangements described in Section 4.02 of the Pledge and Security AgreementIssuer or as otherwise required by any Governmental Requirement.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Lender, at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agent in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, 12:00 than 3:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of any fees required to be paid in connection with such principal payment pursuant to Section 2.8 and payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Term Loan on a date when interest is due and payable with respect to such Term Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due related thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Term Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 3:00 p.m. (New York City time) for any payments in Dollars (unless a later time is otherwise specified herein with respect to such payment) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.7, if applicable, from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower the Borrowers of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defensewithout, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the to Administrative Agent Agent’s Account for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding Subject to the foregoing provisions hereofprovisos set forth in the definition of “Interest Period, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever “ whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, Obligations shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement2.14 hereof.

General Provisions Regarding Payments. (a) All payments by a Borrower any Credit Party of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defensewithout, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the to Administrative Agent Agent’s Account, as applicable, for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent Agent, as applicable, after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due commitment fees and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Borrowers hereby authorize Administrative Agent to charge any Deposit Account or Securities Account maintained in the name of any Credit Party in order to cause timely payment of all Obligations due hereunder. (subject to sufficient funds being available in such accounts for that purpose). The Lenders and the Borrowers also hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers with respect to the Loans or any other Obligations under any Credit Document. Each of the Lenders and the Borrowers agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 3.2 have been satisfied. Any amount charged to the Loan Account of the Borrowers shall be deemed a Loan hereunder made by the Lenders to the Borrowers, funded by the Administrative Agent on behalf of the Lenders and subject to Section 2.2 of this Agreement. The Lenders and the Borrowers confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrower and solely at the Administrative Agent’s discretion. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower any Credit Party hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal outstanding as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gh) If Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, after the occurrence and during the continuance of a Default or an Event of Default Default, Administrative Agent shall have occurred apply all payments in respect of any Obligations and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part proceeds of the Collateral, all payments or proceeds received by as follows, unless Requisite Lenders consent to a different application: (i) first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due to the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Lenders until paid in full; (iii) third, ratably to pay interest then due and payable in respect of the ObligationsAgent Advances until paid in full; (iv) fourth, ratably to pay principal of the Agent Advances then due and payable until paid in full; (v) fifth, ratably to pay interest due in respect of the Loans until paid in full; (vi) sixth, to pay principal of the Loans until paid in full; provided, unless consented to by Requisite Lenders (whether at the time of such prepayment or at a later date), the Commitments are permanently reduced or Administrative Agent imposes a permanent block thereon on a dollar-for-dollar basis with such prepayment; and (vii) seventh, to the ratable payment of all other Obligations then due and payable. (i) In each instance, so long as Administrative Agent has not elected or Requisite Lenders have not required that all payments be applied pursuant to Section 2.15(h), Section 2.15(h) shall not be deemed to apply to any payment by or on behalf of such Credit Party that is specified by such Credit Party to the Administrative Agent to be for the payment or prepayment of any Obligations then due and payable under any provision of this Agreement. (j) For purposes of Section 2.15(h), “paid in full” with respect to interest and fees shall include interest and fees accrued after the commencement of any insolvency proceeding irrespective of whether a claim for such interest and fees is allowable in such insolvency proceeding. (k) In the event of a direct conflict between the priority provisions of Section 2.15(h) and other provisions contained in any other Credit Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the fullest extent possible, to be in accordance concert with each other. In the application arrangements described in event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 4.02 of the Pledge 2.15(h) shall control and Security Agreementgovern.

General Provisions Regarding Payments. (a) All payments by a Borrower Issuer of principal, interest, fees fees, Minimum Note Redemption Price, IPO Conversion Price or Sale of Company Conversion Price and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent applicable Investor, not later than, 12:00 p.m. (New York City time) than 11:00 a.m. to such Investor’s Designated Payment Account on the date due at or specified, without presentation or surrender of any Note or the Principal Office making of any notation thereon, except upon the Administrative Agent written request of Issuer made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each Investor shall surrender such Note for the account of Lenderscancellation, reasonably promptly after such request, to Issuer; for purposes of computing interest and fees, funds received by the Administrative Agent an Investor after that time on such due date shall be deemed to have been paid by such Borrower Issuer on the next succeeding Business Day. (b) All payments (other than exchanges of the Notes for PubCo Notes pursuant to Section 2.8(a)) in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidrepaid, any Make-Whole Premium payable in accordance with this Agreement (if applicable), and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fd) The Administrative Agent shall deem At any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or an Application Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant proceeds received by Collateral Agent or any Investor hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Collateral Agent in respect of any sale ofsale, any collection from, or other realization upon all or any part of the Collateral, all payments shall be applied in full or proceeds received by in part as follows: first, ratably to pay the Administrative Agent or the Collateral Trustee Obligations in respect of any fees (other than any Make-Whole Premium), expense reimbursements, indemnities and other amounts then due and payable to Collateral Agent until paid in full; second, ratably to pay the Obligations in respect of any fees (other than Make-Whole Premium) and indemnities then due and payable to the Obligations, shall be applied Investors until paid in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.full;

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or conditioncondition or, as provided herein, withholding or deduction for Tax, and delivered to the Administrative Agent not later than, 12:00 than 1:00 p.m. (New York City time) on the date due at the Principal Office of the designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in Same Day Funds same day funds prior to 12:00 1:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Borrowers and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 10.1 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Principal Office of the a bank account in New York designated by Administrative Agent for the account of the Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. (b) All Subject to the proviso set forth in Section 2.8(e), all payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the proviso set forth in the definition of "Interest Period", whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Borrower hereby authorizes Administrative Agent to charge Borrower's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in Same Day Funds same day funds at or prior to 12:00 p.m. (New York City time) on the due date for any payments in Dollars such payment to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance the following order: First, to the payment of all amounts payable under the Credit Documents on account of Collateral Agent's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by Collateral Agent or any co-trustee or agent of Collateral Agent in connection with any Credit Document; Second, to Administrative Agent for application to the application arrangements payment of all outstanding Obligations that are then due and payable in such order as may be provided in the Credit Documents in an amount sufficient to pay in full in cash all outstanding Obligations that are then due and payable (including all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, and including any applicable post-default rate, specified in the Credit Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding); and Third, any surplus remaining after the payment in full of the amounts described in Section 4.02 the preceding clauses will be paid to Borrower or the applicable Guarantor, as the case may be, its successors or assigns, or as a court of the Pledge and Security Agreementcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the Administrative Agent account of Lenders, not later than, 12:00 than 2:00 p.m. (New York City time) on the date due at the Principal Office of the to Administrative Agent for the account of LendersAgent’s Account; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall may (in the Administrative Agent’s sole discretion) be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Prepayment Premium, if applicable, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due commitment fees and other amounts payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalprincipal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) The Administrative Agent shall may (but at the Required Lender’s direction, shall) deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic written notice to the applicable Borrower Company and each applicable Lender (confirmed in writingincluding via email) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a)8.1. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate Default Rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Application Event of Default shall have has occurred and not otherwise been waivedis continuing, and or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 8.1, all payments or pursuant proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by any sale ofAgent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with full or in part as follows: (h) For purposes of Section 2.15(g) (other than clause sixth of Section 2.15(g)), “paid in full” means payment in cash of all amounts owing under the application arrangements described Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, that for the purposes of clause sixth of Section 4.02 2.15(g), “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the Pledge parties hereto that both such priority provisions in such documents shall be read together and Security Agreementconstrued, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City time) on the date due at the Administrative Agent's Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address or by wire transfer to such account as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a SECOND LIEN CREDIT AGREEMENT EXECUTION 34 Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder. (f) The Company hereby authorizes Administrative Agent to charge Company's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gh) If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees and other Obligations hereunder shall be made in the currency specified therefor, and if not so specified, paid in Dollars in Same Day Fundsimmediately available funds, without defense, recoupment, setoff or counterclaimcounterclaim or any deduction or withholding whatsoever, free including for any and all present and future taxes. If the Borrower makes a payment under this Agreement to which withholding tax applies or if any taxes (other than taxes on net income imposed by any Governmental Authority and measured by the taxable income the Lender would have received if all payments under or in respect of this Agreement were exempt from taxes levied by such Governmental Authority) are at any time imposed on any payments under or in respect of this Agreement including, but not limited to, payments made pursuant to this paragraph, the Borrower shall pay all such taxes to the relevant authority in accordance with applicable law such that the Lender receives the sum it would have received had no such deduction or withholding been made (or, if the Borrower cannot legally comply with the foregoing, the Borrower shall pay to Lender such additional amounts as will result in the Lender receiving the sum it would have received had no such deduction or withholding been made). Further, the Borrower shall also pay to the Lender, on demand, all additional amounts that the Lender specifies as necessary to preserve the after-tax yield the Lender would have received if such taxes had not been imposed. The Borrower shall promptly provide the Lender with an original receipt or certified copy issued by the relevant authority evidencing the payment of any restriction such amount required to be deducted or condition, and delivered to the Administrative Agent not later than, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Daywithheld. (b) All payments in respect The Lender may (but shall not be required to), and the Borrower hereby authorizes the Lender to, debit a deposit account of the principal amount Borrower or any Subsidiary of the Borrower held with the Lender or any Loan shall of Lender’s Affiliates and designated for such purpose by the Borrower or such Subsidiary of Borrower in order to cause timely payment to be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied made to the payment Lender of all principal, interest then and fees due and payable before application hereunder or under any other Credit Document (subject to principal.sufficient funds being available in its accounts for that purpose), including without limitation the account set forth below: (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest or fees hereunder, but such payment shall be deemed to have been made on the date therefor for all other purposes hereunder. (fd) The Administrative Agent Lender may, but shall not be obligated to, deem any payment by or on behalf of a the Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 2:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent Lender until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent Lender shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a)8. 1. Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 Default Rate from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or the Collateral Trustee in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower the Company of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in which such Obligation is denominated (either Dollars or Euro) in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than, than 12:00 p.m. (New York City timeLocal Time) on the date due at the Administrative Agent's Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower the Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable share Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever Subject to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder. (f) The Company hereby authorizes Administrative Agent shall to charge the Company's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent may deem any payment by or on behalf of a Borrower the Company hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. (New York City timeLocal Time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic or electronic notice to the applicable Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gh) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 7.2 of the Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees and other Obligations shall be made in the currency specified therefor, and if not so specified, in Dollars which such amounts are denominated in Same Day Fundssame day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent Lender not later than, than 12:00 p.m. noon (New York City time) on the date due at the Lender’s Principal Office of the Administrative Agent for the account of LendersOffice; for purposes of computing interest and fees, funds received by the Administrative Agent Lender after that time on such due date shall be deemed to have been paid by such the applicable Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Revolving Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Revolving Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, Subject to the extent received by provisos set forth in the Administrative Agent. (d) Notwithstanding the foregoing provisions hereofdefinition of “Interest Period”, if any Conversion/Continuation Notice is withdrawn as to any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (fd) The Administrative Agent Each Borrower hereby authorizes Lender to charge such Borrower’s accounts with Lender in order to cause timely payment to be made to Lender of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose) provided that any such charge of Borrowers’ accounts shall only be made after Lender gives notice of non-payment to the applicable Borrower, and such Borrower fails to make such required payment within ten Business Days. (e) Lender shall deem any payment by or on behalf of a any Borrower hereunder that is not made in Same Day Funds same day funds prior to 12:00 p.m. noon (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent Lender until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent Lender shall give prompt telephonic notice to the applicable Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 2.15 from the date such amount was due and payable until the date such amount is paid in full. (gf) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.01, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Lender hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement8.02.

General Provisions Regarding Payments. (a) All payments by a the Borrower or any other Credit Party of principal, interest, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in the currency specified therefor, and if not so specified, in Dollars in Same Day FundsDollars, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent most recently designated by it for such purpose and delivered to received by the Administrative Agent not later than, 12:00 than 1:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lendersthe Persons entitled thereto; for purposes of computing interest provided that payments made pursuant to Sections 2.17(c), 2.18, 2.19, 10.2 and fees, funds 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the Administrative Agent after that time on such due date shall be deemed account of any other Person to have been paid by such Borrower on the next succeeding Business Day. (b) appropriate recipient promptly following receipt thereof. All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if . If any Conversion/Continuation Notice is withdrawn as to any Affected Lender requesting compensation pursuant to Section 2.16(b)or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Borrowing, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any . Any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder to the Administrative Agent that is not made received by the Administrative Agent in Same Day Funds same day funds prior to 12:00 1:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment on the date due shall, unless the Administrative Agent shall not determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations Loans shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral8.1, all payments or proceeds received by the Administrative Agent or the Collateral Trustee Agent in respect of any of the Obligations, shall or from any sale of, collection from or other realization upon all or any part of the Collateral, shall, subject to the requirements of any applicable Permitted Intercreditor Agreement, be applied in accordance with the application arrangements described set forth in Section 4.02 of the Pledge and Security Agreement. Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Rate.