Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or other Obligations) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (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. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from 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 reliance upon such assumption, 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 repay 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, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (f) [Reserved]. (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, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the following order of priority: first, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, 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 under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) The All payments by the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or and other Obligations) prior to 1:00 p.m., New York City time, on the date when due, Obligations shall be made in Dollars in immediately available funds, without set off defense, recoupment, setoff or counterclaim. Any amounts received after such time on , free of any date mayrestriction or condition, in the discretion of and delivered to the Administrative Agent, be deemed to have been received for the account of the Lenders, not later than 3:00 p.m. (New York City time) on the next succeeding Business Day for purposes date due via wire transfer of calculating interest thereon. All such payments shall be made immediately available funds to the Administrative Agent at its offices at account number ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except maintained by the Administrative Agent with Bank of America (Account Name: DB50 LP 2015/BOFAUS3N; ABA No. 026-009-593) in New York City (or at such other location or bank account within the City and State of New York as may be designated by the Administrative Agent from time to time); funds received by the Administrative Agent after that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 time on such due date shall be made directly deemed to have been paid by the Borrower on the next Business Day (except to the Persons entitled thereto. The Administrative Agent shall extent such delay in payment results solely from the Controlled Account Bank’s failure to distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due funds on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, deposit in the case Collection Account and available for distribution as of any payment accruing interest, interest thereon shall be payable for the period of 3:00 p.m. on such extension. All payments hereunder shall be made Business Day in dollarsaccordance with Section 2.11 or 2.13). (b) All payments in respect of the principal amount of any Loan (other than voluntary or mandatory prepayments of any Loan as provided in Section 2.5(c)) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any The Administrative Agent shall promptly distribute to each Lender shall, by exercising any right of set off at such address or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in via wire transfer as such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other shall indicate in writing, such Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit ’s applicable Pro Rata Share of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount and prepayments of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and due hereunder, together with all or any portion of the payment giving rise thereto is recoveredother amounts due with respect thereto, such participations shall be rescinded and the purchase price restored to the extent of such recoveryincluding, without interestlimitation, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance all fees payable with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agreesrespect thereto, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to received by the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationAdministrative Agent. (d) Unless the Administrative Agent shall have received notice from 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 reliance upon such assumption, 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 repay 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, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the proviso set forth in the definition of “Interest Period,” 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 next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (f) [Reserved]The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent or any of its 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). (g) If an Event 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 2.14. 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 shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated Rate determined pursuant to Section 8.1, all payments or proceeds received by Agents hereunder 2.7 (if applicable) from the date such amount was due and payable until the date such amount is paid in respect of any of the Obligations, shall be applied in accordance with the following order of priority: first, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, 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 under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directfull.

General Provisions Regarding Payments. (a) The Borrower shall make each payment required to be made All payments by it hereunder (whether Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off or other Obligations) prior counterclaim, free of any restriction or condition, and delivered to 1:00 p.m., Administrative Agent not later than 12:00 noon (New York City time, ) on the CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A date when due, in immediately available funds, without set off or counterclaim. Any amounts due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after such that time on any such due date may, in the discretion of the Administrative Agent, shall be deemed to have been received paid by Company on the next succeeding Business Day for purposes of calculating interest thereonDay. All such payments shall be made to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (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. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and all such payments (ii) secondand, towards payment of principal then due hereunderin any event, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment payments in respect of any principal of or Loan on a date when interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans is due and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim payable with respect to such participation as fully as if such Lender were a direct creditor Loan) shall be applied to the payment of the Borrower in the amount of such participation. (d) Unless the interest before application to principal. Administrative Agent shall have received notice from 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 reliance upon such assumption, promptly distribute to the Lenders the amount due. In each Lender, at its primary address set forth on its signature page hereto or at such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with interest thereonall other amounts due thereto, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the including, without limitation, all fees payable thereto, received by Administrative Agent, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) . Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (f) [Reserved]. (g) If an Event . Notwithstanding anything to the contrary herein, payments of Default shall have occurred and not otherwise been waived, and amounts deposited in the maturity of the Obligations shall have been accelerated collateral account pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, 2.14(c) shall be applied deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with the following order of priority: firstSection 2.14(c), to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, and date or dates such amounts are applied to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directprepay Eurodollar Rate Loans.

General Provisions Regarding Payments. (a) The All payments by the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees and other Obligations shall be made in Dollars, in same day funds, without defense, setoff or counterclaim, free of any restriction or condition (other Obligations) prior 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 1:00 p.m.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 12:00 p.m. (New York City time, ) on the date when duedue at the Principal Office designated by the Administrative Agent for the account of Lenders. For purposes of computing interest and fees, in immediately available funds, without set off or counterclaim. Any amounts funds received by the Administrative Agent after such that time on any such due date may, in the discretion of the Administrative Agent, shall be deemed to have been received paid by the Borrower on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (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. If at , and all such payments (and, in any time insufficient funds are received by event, any payments in respect of any Loan on a date when interest is due and available payable with respect to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds Loan) shall be applied (i) first, towards to the payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due payable before application to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such partiesprincipal. (c) If any The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in at such address as such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other shall indicate in writing, such Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit ’s applicable Pro Rata Share of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount and prepayments of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and due hereunder, together with all or any portion of the payment giving rise thereto is recoveredother amounts due thereto, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance including all fees payable with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agreesrespect thereto, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to received by the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationAdministrative Agent. (d) Unless the Administrative Agent shall have received notice from 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 reliance upon such assumption, 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 repay 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, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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 Day 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) [Reserved]The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) 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 Borrower and each applicable Lender 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 8.01(a). (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 8.18.01, all payments or proceeds received by Agents the Administrative Agent hereunder in respect of any of the ObligationsObligations under the Loan Documents, shall be applied in accordance with the following order of priority: first, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents application arrangements described in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, 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 under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directSection 2.15(b).

General Provisions Regarding Payments. (a) The All payments by the Borrower shall make each payment required to be made by it hereunder (whether or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds without, recoupment, setoff, counterclaim or other Obligations) prior defense free of any restriction or condition, except as set forth in Section 2.6(d), and delivered to 1:00 p.m., the Administrative Agent not later than 12:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of due to the Administrative Agent, ’s Account for the account of Lenders. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been received paid by the Borrower on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (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. If at prepaid (in addition to any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such partiesPremium due). (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to To the extent necessary so that the benefit of all such any payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from 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 reliance upon such assumption, 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 repay 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, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for instead of in accordance with Section 2.12(a) or Section 2.12(g), the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto promptly distribute to each Lender at such address as such Lender shall indicate in apportioning payments received thereafter. (f) [Reserved]. (g) If an Event of Default shall have occurred and not otherwise been waivedwriting, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the following order of priority: first, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, 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 under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third▇’s applicable 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) Except as otherwise expressly provided herein, 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 next succeeding Business Day and such extension of any excess time shall be included in the computation of such proceeds, to the payment of all other Obligations for the ratable benefit interest hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Lenders; and fourthBorrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.and

General Provisions Regarding Payments. (a) The All payments by or on behalf of the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or other Obligations) prior counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 1:00 p.m., p.m. (New York City time, ) on the date when due, in immediately available funds, without set off or counterclaimdue at the Administrative Agent’s Principal Office for the account of the Lenders. Any amounts payment received after such time on any date may, in at the discretion election of the Administrative Agent, be deemed to have been received applied on the next succeeding following Business Day for purposes of calculating interest thereonDay. All such payments shall be made Each payment to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 of the Issuing Bank’s fees shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it in like manner, but for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollarsIssuing Bank. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of ABR Revolving Loans that are not accompanied by a termination of all Revolving Commitments and mandatory prepayments pursuant to Section 2.13(c) but otherwise 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 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. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any The Administrative Agent shall promptly distribute to each Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in at such address as such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other shall indicate in writing, such Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit ’s applicable Pro Rata Share of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount and prepayments of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and due hereunder, together with all or any portion of the payment giving rise thereto is recoveredother amounts due thereto, such participations shall be rescinded and the purchase price restored to the extent of such recoveryincluding, without interestlimitation, and all fees payable with respect thereto (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agreesor, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim such amounts are paid with respect to any such participation as fully as if Lender’s interests individually, the Administrative Agent shall promptly distribute to such Lender were a direct creditor of such amounts), to the Borrower in extent received by the amount of such participationAdministrative Agent. (d) Unless the Administrative Agent shall have received notice from 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 reliance upon such assumption, 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 repay 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, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any Eurodollar Rate LIBOR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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 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 and of the commitment fees hereunder. (f) [Reserved]Any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 1:00 p.m. (New York City time) on the date due may be designated by the Administrative Agent as a non-conforming payment. Unless otherwise consented to by the Administrative Agent, 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 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 7.01. 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 2.09. (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 8.17.01, all payments or proceeds received by the Agents hereunder in respect of any of the Obligations, Obligations shall be applied in accordance with the following order of priority: first, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents application arrangements described in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents Section 7.02 (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, 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 under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of until such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent acceleration has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directrescinded).

General Provisions Regarding Payments. (a) The Borrower shall make each payment required to be made All payments by it hereunder (whether Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, setoff or other Obligations) prior counterclaim, free of any restriction or condition, and delivered to 1:00 p.m., Administrative Agent not later than 2:00 p.m. (New York City time, ) on the date when duedue at the Principal Office of Administrative Agent for the account of Lenders; for purposes of computing interest and fees, in immediately available funds, without set off or counterclaim. Any amounts funds received by Administrative Agent after such that time on any such due date may, in the discretion of the Administrative Agent, shall be deemed to have been received paid by Borrowers on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (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. If at , and all such payments (and, in any time insufficient funds are received by event, any payments in respect of any Loan on a date when interest is due and available payable with respect to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds Loan) shall be applied (i) first, towards to the payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due payable before application to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such partiesprincipal. (c) If any Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in at such address as such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lendershall indicate in writing, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit L▇▇▇▇▇’s applicable Pro Rata Share of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount and prepayments of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and due hereunder, together with all or any portion of the payment giving rise thereto is recoveredother amounts due thereto, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance including all fees payable with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agreesrespect thereto, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationreceived by Administrative Agent. (d) Unless the Administrative Agent shall have received notice from 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 reliance upon such assumption, 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 repay 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, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Base Rate Loans or RFR Loans in lieu of its Pro Rata Share of any Eurodollar Rate SOFR Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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 Day and such extension of time shall be included in the computation of the payment of interest hereunder. (f) [Reserved]Administrative Agent shall invoice Borrowers for all principal, interest, fees and expenses due hereunder. (g) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same day funds prior to 2:00 p.m. (New York City time) on the date due to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower Representative and each applicable L▇▇▇▇▇ (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 2.10 from the date such amount was due and payable until the date such amount is paid in full. (h) 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, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, Obligations shall be applied in accordance with the following order of priority: first, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents application arrangements described in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, 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 under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directSection 8.2.

General Provisions Regarding Payments. (a) The Borrower shall make each payment required to be made All payments by it hereunder (whether Company of principal, interest, fees and other Senior Obligations shall be made in Dollars in same day funds, without defense, setoff or other Obligations) prior counterclaim, free of any restriction or condition, and delivered to 1:00 p.m., Administrative Agent not later than 12:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of due at the Administrative Agent, 's Principal Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been received paid by Company, as applicable, on the next succeeding Business Day for purposes Day. (b) All payments by Holdings of calculating interest thereon. All such payments principal, interest, fees and other Holdings Obligations shall be made made, to the Administrative Agent extent permitted by and subject to the provisions of Section 7A, in Dollars in same day funds, without defense, set off or counterclaim, free of any restriction or condition, and delivered to each Holdings Term Loan Lender by wire transfer at its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except such address as such Lender shall indicate in writing not later than 12:00 p.m. (New York City time) on the date due; funds received by any Holdings Term Loan Lender after that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 time on such due date shall be made directly deemed to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received have been paid by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due Holdings, as applicable, on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (bc) 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. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and all such payments (ii) secondand, towards payment of principal then due hereunderin any 57 event, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment payments in respect of any principal of or Loan on a date when interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans is due and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to a transfer to a Credit Party pursuant to Section 10.6(i). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim payable with respect to such participation as fully as if such Lender were a direct creditor Loan) shall be applied to the payment of the Borrower in the amount of such participationinterest before application to principal. (d) Unless the Administrative Agent shall have received notice from promptly distribute by wire transfer to each Lender at such address as such Lender shall indicate in writing, such Lender's applicable Pro Rata Share, giving effect to any adjustments in Pro Rata Shares on and after the Borrower prior Effective Date and subject to the date on which provisions of Section 7A, of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto hereunder or under any payment is due of the other Credit Documents, including, without limitation, all fees payable with respect thereto, 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 reliance upon such assumption, 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 repay 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 extent received by Administrative Agent, at the greater of the NYFRB and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (a) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (f) [Reserved]. (g) If an Event Subject to the provisos set forth in the definition of Default shall have occurred and not otherwise been waived"Interest Period", and the maturity of the Obligations shall have been accelerated pursuant whenever any payment to Section 8.1, all payments or proceeds received by Agents be made hereunder in respect of any of the Obligations, shall be applied 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 accordance with the following order computation of priority: first, to the payment of that portion interest hereunder and of the Obligations constituting fees, indemnities, expenses and other amounts Commitment fees payable to the Agents, including the payment of costs and expenses of any sale, collection or other realization upon all or any part of the Collateral, including reasonable compensation to the Agents and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Agents in connection therewith, and all other amounts for which the Agents are entitled to indemnification under the Credit Documents (in their capacities as an Agent and not as a Lender) and all advances made by the Agents under the Credit Documents for the account of the applicable Credit Party, 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 under this Agreement or any of the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, ratably to pay interest on and then principal of any portion of the Term Loans that Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such ▇▇▇▇▇▇ or the Company; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directhereunder.