Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 1:00 P.M. (New York City timeTime) on the day when due in Dollars to the Administrative Agent at the Agent's Account’s Account in same day funds without condition or deduction for any counterclaim, in each case in immediately available fundsdefense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.092.02(c), 2.12 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of their respective Domestic its Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest and based on the rate referred to in clause (i) of fees the definition of the “Base Rate” contained in Section 1.01 shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Adjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, commitment fees or fees LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feecommitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of SOFR Rate Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes Promissory Note in U.S. Dollars, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 4:00 p.m. (New York City time) on the day when due in Dollars freely transferable lawful money of the United States of America to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such account as the Lender for the account of its Domestic Lending Office, in each case shall from time to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby time hereafter specify by written notice to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods Borrower at least five (5) Business Days prior to such effective a payment date directly between themselveshereunder. (b) All computations of interest The Borrower hereby authorizes the Lender, if and of fees shall be to the extent payment owed to the Lender is not made in good faith when due hereunder or under the Promissory Note held by the Agent on Lender, to charge from time to time against any or all of the basis Borrower's accounts with the Lender any amount so due. The Lender shall promptly notify the Borrower following the occurrence of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which any such interest or fees are payablecharge. (c) Whenever any payment hereunder or under the Notes Promissory Note shall be stated to be due on a day other than a Business DayDay (except where such payment is explicitly required to be made on any calendar day including non-Business Days), such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or feeprincipal of the Loan to be made in the next following calendar month, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, shall be made on the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratenext preceding Business Day.

Payments and Computations. (a) a. The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 2:00 p.m. (New York City Toronto, Ontario time) on the day when due in Dollars to the Agent at its address referred to in Section 19(g) or at such other location as may be specified by the Agent's AccountAgent to the Borrower, in each case in immediately available fundsfunds without setoff, compensation, counterclaim, recoupment or other defense. The Any payments received after 2:00 p.m. (Toronto time) will be considered for all purposes as having been made on the next following Business Day. b. Agent and ▇▇▇▇▇▇▇ will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied maintain in accordance with their usual practice one or more accounts evidencing the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording indebtedness of the information contained Borrower to the Agent hereunder. Such account(s) will be prima facie evidence of the obligations recorded therein, provided that any failure by Agent to maintain any account or any error therein shall not affect the obligation of the Borrower to repay its indebtedness to the Agent in accordance with this Credit Agreement. c. Each determination of a rate of interest or fee by Agent will be conclusive evidence of such rate or fee in the Register pursuant to Section 8.07(d), from absence of manifest error. Interest and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall will be made in good faith by the Agent calculated on the basis of a year of 360 365 days for the actual number of days (including the first day but excluding the last day) occurring elapsed in the period for which such interest or fees are payable. For the purposes of disclosure pursuant to the Interest Act (Canada) and not for any other purpose, where in this Credit Agreement a rate is to be calculated on the basis of a year of 365 days, the yearly rate to which the 365-day rate is equivalent is such rate multiplied by the number of days in the year for which such calculation is made and divided by 365. (c) d. Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beinterest. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Company shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c9.04(c)) to the applicable Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on clause (a) of the definition of Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders hereunder that the Borrower Company will not make such payment in full, the Agent may assume that the Borrower Company has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the higher of the Federal Funds RateRate and the cost of funds incurred by the Agent in respect of such amount, plus any administrative, processing or similar fees customarily charge by the Agent in connection with the foregoing.

Payments and Computations. (a) The Borrower shall make each payment hereunder (and under the Notes Notes, if any), irrespective of any right of set-off or counterclaim, not later than 1:00 P.M. (New York City time) at the Payment Office on the day when due due, in Dollars to the Agent at Designated Agent, by deposit of such funds to the Designated Agent's Account, ’s Account in each case in immediately available same day funds. The Designated Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09Sections 2.11, 2.12 or 8.04(c)2.14, 8.04 and 8.08) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Designated Agent shall make all payments hereunder and under the Notes Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and based on clause (a) of fees the definition of “Base Rate” shall be made in good faith by the Designated Agent on the basis of a year of 365 or 366 days, as the case may be and all computations of interest based on the Eurocurrency Rate with respect to Advances, the NYFRB Rate, the Federal Funds Rate or the Overnight Bank Funding Rate and of fees shall be made by the Designated Agent, on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Designated Agent of an interest rate hereunder shall be conclusive and binding for all purposes hereof, absent manifest error (it being understood and agreed that, with respect to any Reference Bank, nothing in this Agreement shall require the Designated Agent to disclose to any other party hereto (other than the Borrower) any information regarding such Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurocurrency Rate”, including, without limitation, whether such Reference Bank has provided a rate or the rate provided by any such Reference Bank). (c) Whenever any payment hereunder or under the Notes Notes, if any, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (d) Unless the Designated Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Designated Agent may assume that the Borrower has made such payment in full to the Designated Agent on such date and the Designated Agent may, but shall not be required to, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Designated Agent, each Lender shall repay to the Agent Designated Agent, forthwith on demand demand, such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Designated Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.12 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Upon any Assuming Lender becoming a Lender hereunder as a result of the effectiveness of a Commitment Increase pursuant to Section 2.05(b) or an extension of the Termination Date pursuant to Section 2.17 and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. (b) All computations of interest based on Citibank’s base rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. p.m. (New York City time) on the day when due due, in Dollars to the Administrative Agent or the Swing Loan Lender, as applicable, at the Agent's Accountits address referred to in Section 11.8 (Notices, in each case Etc.) in immediately available fundsfunds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or principal, interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Domestic Applicable Lending Offices; provided, and like funds relating to the payment of any other amount however, that amounts payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d2.15 (Capital Adequacy), from and after the effective date specified in such Assignment and Acceptance, the Agent Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall make all payments hereunder and under the Notes in respect of the interest assigned thereby be paid only to the affected Lender assignee thereunder, or Lenders and amounts payable with respect to Swing Loans shall be paid only to the parties Swing Loan Lender. Payments received by the Administrative Agent after 1:00 p.m. (New York time) shall be deemed to such Assignment and Acceptance shall make all appropriate adjustments be received on the next Business Day (in such payments for periods prior to such effective date directly between themselvesthe Administrative Agent’s sole discretion). (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or and fees are payable. Each determination by the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent may specify other currencies of payment for Obligations created by or directly related to such Loan Document. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. Unless a Eurodollar Rate Loan is then due, all repayments of (i) any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods, and (ii) any Term Loans shall be applied pro rata to repay such Loans outstanding as Base Rate Loans and Eurodollar Rate Loans. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon (at the Federal Funds Rate for the first Business Day and, thereafter, at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (f) Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments) or Section 2.18 (Discounted Voluntary Prepayments)), at all payments and any other amounts received by the Federal Funds Rate.Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by the Administrative Agent shall be distributed to each applicable Term Loan Lender in accordance with such Lender’s Ratable Portion of the Term Loans except as otherwise specified in Section 2.9(e) (Declining Lenders) or Section 2.18 (

Payments and Computations. (a) The Borrower shall make each payment required to be made hereunder and under the Notes not later than 1:00 P.M. (11:00 A.M., New York City time) , on the day when due in Dollars U.S. dollars to the Agent Lender at the AgentLender's Account, in each case Account in immediately available (same day) funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Agent Lender on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beinterest. (d) Unless The Borrower covenants (to the Agent shall have received notice from extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury or similar law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Credit Agreement, the Notes or the other Loan Documents; and the Borrower (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Lender, but will suffer and permit the execution of every such power as though no such law had been enacted. It is the intent of the Lender and the Borrower in the execution of the Notes, this Credit Agreement and all other instruments now or hereafter securing the Notes or executed in connection therewith or under any other written or oral agreement by the Borrower in favor of the Lender to contract in strict compliance with applicable usury law. In furtherance thereof, the Lender and the Borrower stipulate and agree that none of the terms and provisions contained in the Notes, this Credit Agreement or any other instrument securing the Notes or executed in connection herewith, or in any other written or oral agreement by the Borrower in favor of the Lender, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law. Neither the Borrower nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of the Notes shall ever be required to pay interest on the Notes or on indebtedness arising under any instrument securing the Notes or executed in connection therewith, or in any other written or oral agreement by the Borrower in favor of the Lender, at a rate in excess of the maximum interest that may be lawfully charged under applicable law, and the provisions of this Section 2.06(d) shall control over all other provisions of the Notes, this Credit Agreement and any other instruments now or hereafter securing the Notes or executed in connection herewith or any other oral or written agreements that may be in apparent conflict herewith. The Lender expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of the Notes is accelerated. If the maturity of the Notes shall be accelerated for any reason or if the principal of the Notes is paid prior to the date on which any payment is due end of the term of the Notes, and as a result thereof the interest received for the actual period of existence of the Loan exceeds the applicable maximum lawful rate, the Lender shall, at its option, either refund to the Lenders hereunder Borrower the amount of such excess or credit the amount of such excess against the principal balance of the Notes then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest. In the event that the Borrower will not make such payment Lender shall collect monies and/or any other thing of value that are then or at any time deemed to constitute interest that would increase the effective interest rate on the Notes to a rate in full, the Agent may assume excess of that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause permitted to be distributed to each Lender on such due date charged by applicable law, an amount equal to interest in excess of the amount then due lawful rate shall, upon such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agentdetermination, at the Federal Funds Rateoption of the Lender, be either immediately returned to the Borrower or credited against the principal balance of the Notes then outstanding, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. By execution of this Credit Agreement, the Borrower acknowledges that it believes the Loan to be non-usurious and agrees that if, at any time, the Borrower should have reason to believe, that the Loan is in fact usurious, it will give the Lender notice of such condition and the Borrower agrees that the Lender shall have ninety (90) days after receipt of such notice in which to make appropriate refund or other adjustment in order to correct such condition if in fact such exists.

Payments and Computations. (a) The All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City time) 12:00 p.m. on the day when due in Dollars to the Administrative Agent at the (or any Affiliate thereof designated by Administrative Agent's Account, in each case ) in immediately available funds. The Administrative Agent or its Affiliate will promptly thereafter cause distribute to be distributed each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds relating as received by wire transfer to such Lender’s Lending Office. All payments received by Administrative Agent or its Affiliate after 12:00 p.m. shall be deemed received on the payment of principal or next succeeding Business Day and any applicable interest or fees ratably (other than amounts payable pursuant fee shall continue to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaccrue. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business Day, such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case not be included in the computation of payment of interest or feeany fees, as the case may be. (dc) Unless All payments (including prepayments and any other amounts received hereunder but excluding payments and amounts received in connection with the Agent shall have received notice from exercise of the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date Agents’ and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date Lenders’ rights after an amount equal to the amount then due such Lender. If and Event of Default to the extent set forth in Section 6.01(a)) made by Borrower to Administrative Agent under any Facility Document shall be applied to amounts then due and payable in the following order: (i) to any expenses and indemnities payable by Borrower shall not have so made such payment to any Agent under any Facility Document; (ii) ratably to any expenses and indemnities payable by Borrower to any Lender under any Facility Document; (iii) to any accrued and unpaid interest and fees due under this Agreement; (iv) to principal payments in full respect of any interest paid in kind; (v) to principal payments (other than interest paid in kind) on the outstanding Loans; and (vi) to the Agentextent of any excess, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from payment of all other Obligations under the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds RateFacility Documents.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account, Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.02(c), 2.12 2.03, 2.10, 2.13 or 8.04(c)8.04) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day; provided, and however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Any such extension or reduction of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (aA) The Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder and under the Notes Advances in respect of principal, interest, expenses, indemnities, fees or other Obligations due from the Borrower not later than 1:00 4:00 P.M. (New York City time) on the day when due in U.S. Dollars to the related Funding Agent at the Agent's Account, its address referred to in each case Section 10.3 or to such account provided by such Funding Agent in immediately available available, same-day funds. The Agent will promptly thereafter cause to Payments on Obligations may also be distributed like made by application of funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Collection Account or the Takeout Transaction Account as provided in Section 8.07(d2.7(B), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) as applicable. All computations of interest and of fees for Advances shall be made in good faith by the related Funding Agent, who shall notify the Facility Administrator, the Borrower and the Administrative Agent of any determination thereof on or prior to the payment thereof pursuant to Section 2.7(B), as applicable. All computations of interest for Advances made under the Base Rate shall be made by the applicable Funding Agent on the basis of a year of 360 365 or 366 days, as the case may be, and actual days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or is payable. All other computations of fees are payable. (c) Whenever any payment and interest provided hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, basis of a 360-day year and such extension of time shall in such case be included actual days elapsed (including the first day but excluding the last day) occurring in the computation period for which such interest is payable. Notwithstanding the foregoing, each determination by a Funding Agent of payment an interest rate hereunder shall be subject to the approval of interest or fee, as the case may beAdministrative Agent. (dB) Unless All payments to be made in respect of fees, if any, due to the Administrative Agent shall have received notice from the Borrower prior to hereunder shall be made on the date on when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without setoff, counterclaim or other deduction of any payment is due nature (other than with respect to the Lenders hereunder that the Taxes pursuant to Section 2.17), and an action therefor shall immediately accrue. The Borrower will not make such payment in fullagrees that, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent there are insufficient funds in the Administrative Agent’s Account, to make any payment under this clause (B) when due, the Borrower shall not have so made such payment in full immediately pay to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rateall amounts due that remain unpaid.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's Account, Account in each case in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.12 2.11, 2.14 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees and utilization fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the applicable Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under any Notes, without regard to existence of any counterclaim, set-off, defense or other right that the Notes Borrower may have at any time against any Issuing Bank, the Agent, any Lender or any other Person, whether in connection with the transaction contemplated in this Agreement or any Note or any unrelated transaction, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest principal, interest, or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 Sections 2.10 or 8.04(c9.03(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Specified LIBOR Rate or the Federal Funds Rate and of fees (including the Facility Fee) shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or Specified LIBOR Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate. (e) In respect of Specified LIBOR Rate Advances and the Facility Fee, all percentages resulting from any of the calculations hereunder will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

Payments and Computations. (a) The Borrower Corporation shall make or cause to be made each payment hereunder and (i) representing reimbursement pursuant to Section 2.4 hereof to the Bank of the amount drawn on the Bank pursuant to a Drawing made under the Notes Letter of Credit not later than 5:00 P.M., New York time (2:00 P.M., Los Angeles time), and (ii) not later than 1:00 P.M. (P.M., New York City time (10:00 A.M., Los Angeles time) ), for all other payments (including, without limitation, those under the Fee Letter), on the day when due due, in Dollars lawful money of the United States of America to the Agent at account of the Agent's Account, Bank set forth in each case Section 2.10(c) hereof in immediately available funds. The Agent will promptly thereafter cause to ; provided, however, that whenever any payment hereunder shall be distributed like funds relating due on a day that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time; and provided, further, that the Corporation shall be permitted to make any payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)2.3 in next day funds if such payment is made (i) on the Business Day immediately preceding the date on which such payment would otherwise have been due and (ii) in an amount equal to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating amount that would have been required to have been paid had the payment of any other amount payable to any Lender to such Lender for not been made in next day funds in reliance upon this proviso. Payment received by the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and Bank after the effective date specified applicable time set forth in such Assignment and Acceptance, this Section 2.10 shall be considered to have been made on the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) next succeeding Business Day. All computations of interest and of fees payable by the Corporation hereunder shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest 365 or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue during each period during which interest is computed from and including the first day thereof to but excluding the last day thereof. All computations of fees payable by the Corporation hereunder or under the Fee Letter shall be made on the basis of a 360-day year but calculated on the actual number of days elapsed. (db) Unless otherwise provided herein, any amount payable by the Agent Corporation hereunder that is not paid when due shall have received notice from bear interest at the Borrower prior Default Rate and shall be payable upon demand of the Bank. (c) Payments under this Agreement shall be made to the date on which any payment is due to Bank at its account as specified in the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds RateFee Letter.

Payments and Computations. (aA) The Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder and under the Notes Advances in respect of principal, interest, expenses, indemnities, fees or other Obligations due from the Borrower not later than 1:00 4:00 P.M. (New York City time) on the day when due in U.S. Dollars to the related Funding Agent at the Agent's Account, its address referred to in each case Section 10.3 or to such account provided by such Funding Agent in immediately available available, same-day funds. The Agent will promptly thereafter cause to Payments on Obligations may also be distributed like made by application of funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Collection Account or the Takeout Transaction Account as provided in Section 8.07(d2.7(B), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) as applicable. All computations of interest and of fees for Advances shall be made in good faith by the related Funding Agent, who shall notify the Facility Administrator, the Borrower and the Administrative Agent of any determination thereof on or prior to the payment thereof pursuant to Section 2.7(B), as applicable. All computations of interest for Advances made under the Base Rate or the Commercial Paper Rate shall be made by the applicable Funding Agent on the basis of a year of 360 365 or 366 days, as the case may be, and actual days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or is payable. All other computations of fees are payable. (c) Whenever any payment and interest provided hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, basis of a 360-day year and such extension of time shall in such case be included actual days elapsed (including the first day but excluding the last day) occurring in the computation period for which such interest is payable. Notwithstanding the foregoing, each determination by a Funding Agent of payment an interest rate hereunder shall be subject to the approval of interest or fee, as the case may beAdministrative Agent. (dB) Unless All payments to be made in respect of fees, if any, due to the Administrative Agent shall have received notice from the Borrower prior to hereunder shall be made on the date on when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without setoff, counterclaim or other deduction of any payment is due nature (other than with respect to the Lenders hereunder that the Taxes pursuant to Section 2.17), and an action therefor shall immediately accrue. The Borrower will not make such payment in fullagrees that, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent there are insufficient funds in the Administrative Agent’s Account, to make any payment under this clause (B) when due, the Borrower shall not have so made such payment in full immediately pay to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rateall amounts due that remain unpaid.

Payments and Computations. (aA) The Borrower (through the Paying Agent pursuant to Section 2.7(B) or 2.7(C) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder and under the Notes Advances in respect of principal, interest, expenses, indemnities, fees or other Obligations due from the Borrower not later than 1:00 4:00 P.M. (New York City time) on the day when due in U.S. Dollars to the related Funding Agent at the Agent's Account, its address referred to in each case Section 10.3 or to such account provided by such Funding Agent in immediately available available, same-day funds. The Agent will promptly thereafter cause to Payments on Obligations may also be distributed like made by the application of funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Collection Account or the Takeout Transaction Account as provided in Section 8.07(d2.7(B) or 2.7(C), from and after as applicable, or the effective date specified making of additional Advances as provided in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Section 2.4. All computations of interest and of fees for Advances made under the Base Rate shall be made in good faith by the applicable Funding Agent (which shall provide the Borrower with the related invoice setting forth such amounts) on the basis of a year of 360 365 or 366 days, as the case may be, and actual days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or is payable. All other computations of fees are payable. (c) Whenever any payment and interest provided hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, basis of a 360-day year and such extension of time shall in such case be included actual days elapsed (including the first day but excluding the last day) occurring in the computation period for which such interest is payable. Each determination by a Funding Agent of payment of an interest or feerate hereunder shall be conclusive and binding for all purposes, as the case may beabsent manifest error. (dB) Unless All payments to be made in respect of fees, if any, due to the Agent shall have received notice from the Borrower prior hereunder shall be made on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without setoff, counterclaim or other deduction of any nature (other than with respect to Taxes pursuant to Section 2.15), and an action therefor shall immediately accrue. The Borrower agrees that, to the date on which extent there are insufficient funds in the Agent’s Account, to make any payment is due to the Lenders hereunder that under this clause (B) when due, the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full shall immediately pay to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such all amounts due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratethat remain unpaid.

Payments and Computations. (a) The applicable Borrower shall make each payment hereunder and under the Notes applicable Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.16), not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's Account’s Account in same day funds, in each case in immediately available fundswith payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by such Borrower is in respect of principal, interest, facility fees or any other amount then payable hereunder and under the Notes to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender, to Section 2.09, 2.12 or 8.04(c)) to the such Lenders for the account of their respective Domestic Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective amount then payable to such Lenders and like funds relating to the (ii) if such payment by such Borrower is in respect of any other amount then payable hereunder to any Lender one Lender, to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender, if an Event of Default under Section 6.01(a) has occurred and is continuing, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount owing under this Agreement that resulted in such Event of Default. (c) All computations of interest on Base Rate Advances (and of fees any other amount payable by reference to the Base Rate) when the Base Rate is determined by reference to JPMCB’s prime rate shall be made in good faith by the Administrative Agent on the basis of a year of 365 or, if applicable, 366 days; all other computations of interest, fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days days. All such computations shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the any Borrower required to make any payment prior to the date on which any payment is due to the Lenders any Lender hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower All payments to be made by Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Borrowers shall make each payment hereunder and under the Notes not later than 1:00 P.M. (11:00 a.m. New York City time) time on the day when due in Dollars to the Administrative Agent at the Agent's Account, in each case in immediately available funds. The Administrative Agent will shall promptly thereafter cause distribute to be distributed each Lender its share, determined on a Pro Rata Basis (or other applicable basis as provided herein), of such payment in like funds relating as received by wire transfer to such Lender. All payments received by Administrative Agent after 11:00 a.m. New York City time shall be deemed received on the payment of principal or next succeeding Business Day and any applicable interest or fees ratably (other than amounts payable pursuant fee shall continue to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaccrue. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business DayDay (except in the case of a payment made to cure a Collateral Call Trigger Event), such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feeany fees, as the case may be. (dc) Unless All payments (including prepayments and any other amounts received hereunder in connection with the exercise of any Lender’s rights after an Event of Default) made by Borrowers to Administrative Agent under any Margin Loan Documentation shall have received notice from be applied to amounts then due and payable, ratably in accordance with the Borrower prior percentage of any such amounts owed to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent mayeach Lender, in reliance upon such assumption, cause the following order: (i) to be distributed any expenses and indemnities payable by Borrowers to each Lender Lenders or Agents under any Margin Loan Documentation; (ii) to any accrued and unpaid interest and fees due under this Agreement; (iii) to principal payments on such due date an amount equal to the amount then due such Lender. If outstanding Advances; and (iv) to the extent the Borrower shall not have so made such payment in full of any excess, to the Agent, each Lender shall repay to payment of all other Obligations under the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds RateMargin Loan Documentation.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under any Notes, without regard to existence of any counterclaim, set-off, defense or other right that the Notes Borrower may have at any time against any Issuing Bank, the Agent, any Lender or any other Person, whether in connection with the transaction contemplated in this Agreement or any Note or any unrelated transaction, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest principal, interest, or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 Sections 2.10 or 8.04(c9.03(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees (other than the Facility Fee) shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. All computations of the Facility Fee and interest based on the Fixed Rate shall be made by the Agent on the basis of a 360 day year with 12 months of 30 days each. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case (except in the case of the Facility Fee and interest based on the Fixed Rate) be included in the computation of payment of interest or fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate. (e) In respect of the Facility Fee, all percentages resulting from any of the calculations hereunder will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment and prepayment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. (New York City time) 2:00 p.m. on the day when due in Dollars to the Agent Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Account’s Office for payments and in Same Day Funds by wire transfer or ACH transfer without condition or deduction for any defense, recoupment, set-off or counterclaim. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to deemed received on the payment of principal or next succeeding Business Day and any applicable interest or fees ratably (other than amounts payable pursuant fee shall continue to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaccrue. (b) All computations of interest and of fees for Base Rate Loans shall be made in good faith by the Agent on the basis of a year of 360 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the actual number day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (1) day. Each determination by the Administrative Agent of days (including the first day but excluding the last day) occurring in the period an interest rate or fee hereunder shall be conclusive and binding for which such interest or fees are payableall purposes, absent manifest error. (c) [reserved] (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurocurrency Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans shall be applied as follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurocurrency Rate Loans , with those Eurocurrency Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each Appropriate Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the AgentAdministrative Agent in Same Day Funds, then each such Lender shall repay to the Administrative Agent forthwith on demand the portion of such amount distributed assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available to such Lender to the date such amount is distributed to such Lender until the date such Lender repays such amount repaid to the Agent, Administrative Agent in Same Day Funds at the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of Section 10.2(b) below (or required to be applied in accordance with Section 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Loans received by the Administrative Agent shall be distributed to each Lender entitled thereto in accordance with such Lender’s Ratable Portion thereof; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions. (g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans and Protective Advances may be paid from the proceeds of Swing Loans (except that Swing Loans may not be repaid with proceeds of new Swing Loans) or the Revolving Loans unless the Borrower makes such payments on the next succeeding Business Day after the Borrower receives written notice from the Administrative Agent requesting such payments. The Borrower hereby authorizes the Swing Loan Lender to make such Swing Loans pursuant to Section 2.3(a) and the Lenders to make such Loans pursuant to Section 2.2(a) from time to time in the amounts of any and all principal payable with respect to the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Loans and Protective Advances, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and the Revolving Loans and to distribute the proceeds of such Swing Loans and the Revolving Loans to pay such amounts. The Borrower agrees that all such Swing Loans and the Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 4.2, which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.

Payments and Computations. (a) The All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City time) 12:00 noon on the day when due in Dollars to the Administrative Agent at the Agent's Account, in each case in immediately available fundsfunds at its office in New York, New York. The Administrative Agent will promptly thereafter cause distribute to be distributed each Lender its Ratable Share (or other applicable share as provided herein) of such payment in like funds relating as received by wire transfer to such Lender’s Lending Office. All payments received by Administrative Agent after 12:00 noon shall be deemed received on the payment of principal or next succeeding Business Day (in Administrative Agent’s sole discretion) and any applicable interest or fees ratably (other than amounts payable pursuant fee shall continue to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaccrue. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever Except as otherwise provided herein, whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business Day, such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feeany fees, as the case may be. (dc) Unless All payments (including, without limitation, prepayments and any other amounts received hereunder in connection with the exercise of Administrative Agent’s and Lenders’ rights after an Event of Default) made by Borrower to Administrative Agent under any Loan Document shall have received notice from be applied to amounts then due and payable in the following order: (i) to any fees, expenses and indemnities payable by Borrower prior to the date on which Administrative Agent under any payment is Loan Document; (ii) ratably to any expenses and indemnities payable by Borrower to any Lender under any Loan Document; (iii) to any accrued and unpaid interest and fees due to any Lender under this Agreement; (iv) to principal payments on the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date outstanding Loans; and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and (v) to the extent the Borrower shall not have so made such payment in full of any excess, to the Agent, each Lender shall repay to payment of all other Obligations under the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds RateLoan Documents.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account’s Account in same day funds, without set-off, counterclaim or deduction, in each case in immediately available fundsas expressly provided herein. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)2.15) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees based on the Base Rate (except when calculated by reference to the Federal Funds Rate) shall be made in good faith by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Effective Rate shall be made by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent error in the calculation of such interest rate. (c) Whenever Except as otherwise set forth herein, whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or feeprincipal of Eurodollar Rate Advances to be made in the next following calendar month, as such payment shall be made on the case may benext preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrower will not make such payment in fullpayment, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Lenders the amount then due due. In such Lender. If and to the extent event, if the Borrower shall has not have so in fact made such payment in full payment, then each of the Lenders severally agrees to the Agent, each Lender shall repay to the Agent forthwith on demand such the amount so distributed to such Lender together Lender, with interest thereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date such Lender repays such amount of payment to the Agent, at the greater of the Federal Funds RateEffective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City time) 11:00 a.m. on the day when due in U.S. Dollars to the Administrative Agent at the Administrative Agent's ’s Account, in each case in immediately available same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09Sections 2.11, 2.12 2.12, 2.13 or 8.04(c8.5(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.6(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days three hundred and sixty (360) days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided that, if such extension would cause payment of interest on or feeprincipal of any Advance to be made in the next following calendar month, as such payment shall be made on the case may benext preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (e) The Borrower’s obligation to pay all amounts due hereunder and under any other Loan Documents shall not be affected by any circumstance whatsoever, including: (i) any set-off, counterclaim, recoupment, deduction, abatement, suspension, diminution, reduction, defense or other right which the Borrower may have against any supplier, whether such supplier was paid from the proceeds of Advances or otherwise, for any reason whatsoever arising under or pursuant to any supply agreement or otherwise relating to the purchase of goods, other property or services from or by any such supplier; (ii) any defect in the condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any equipment or material provided by any such supplier; (iii) any actual or alleged default by any such supplier or any other Person under any supply agreement; or (iv) any other fact or circumstance relating to any supply agreement.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's AccountAccount in same day funds without set-off, in each case in immediately available fundscounterclaim or deduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.12 2.11, 2.14 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on clause (a) of the definition of the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees and utilization fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days and computations in respect of Competitive Bid Advances shall be made by the Agent as specified in the applicable Notice of Competitive Bid Borrowing, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the applicable Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes Note, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby U.S. dollars to the Lender assignee thereunderby wire transfer of same day funds to an account specified by the Lender; provided, however, that on any Termination Date occurring under clause (i) or (ii) of the definition thereof, the Borrower may, at its option, pay the aggregate principal amount of the Advances then outstanding, and accrued and unpaid interest thereon, in DTV Stock by delivering to the parties Lender certificates representing shares of DTV Stock in an amount equal to the DTV Stock Equivalent Amount calculated as of such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesTermination Date, together with any necessary endorsements or other transfer documents reasonably requested by the Lender. (b) All computations of interest and of fees shall be made in good faith by the Agent Lender on the basis of a year of 360 days days, in each case for the actual number of days (with respect to interest payable pursuant to Section 2.04(a)(i), including the first day and the last day, and with respect to interest payable pursuant to Section 2.04(a)(ii),including the first day but excluding the last day) occurring in the period for which such interest or fees are is payable. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or feeprincipal of the Advances to be made in the next following calendar month, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, shall be made on the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratenext preceding Business Day.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rateinterbank rate for Yen to be agreed upon by the Agent and such Lender.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Administrative Agent at the Administrative Agent's Account, Account in each case in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or fees ratably (other than amounts payable pursuant to Section 2.092.07(a), 2.12 2.07(b), 2.09 or 8.04(c)2.11) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate shares of the principal amount of all outstanding Advances, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender as the Administrative Agent shall direct. (c) All computations of interest and of fees based on the Eurodollar Rate or the Alternate Base Rate shall be made in good faith by the Administrative Agent on the basis of a year of 360 days and 365/66 days, respectively, and for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent of an interest rate or fees are payablefee hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall shall, in such case case, be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or feeprincipal of Eurodollar Rate Advances to be made in the next following calendar month, as such payment shall be made on the case may benext preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) The Borrower shall make all payments hereunder and under the Notes regardless of any defense or counterclaim, including, without limitation, any defense or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any Governmental Authority or regulatory body and which may adversely affect the Borrower's obligation to make, or the right of the holder of any Note to receive, such payments.

Payments and Computations. (a) The Borrower shall make each payment hereunder under this Agreement and under the Notes not later than 1:00 P.M. 12:00 Noon (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, in each case Office in immediately available funds. Each payment by the Borrower shall be made without set-off, counterclaim or other deduction whatsoever. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees payable to the Lenders (to the extent received by the Agent) ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic applicable Lending Offices, Offices and like funds relating to the payment of any other amount payable to any Lender (to the extent received by the Agent) to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register Fees payable pursuant to Section 8.07(d), from and after 2.04 to a Lender are for the effective date specified in account of such Assignment and Acceptance, the Agent Lender's Lending Office as such Lender shall make all payments hereunder and under the Notes in respect of the interest assigned thereby designate by notice to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesAgent. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the next preceding Business Day. (c) All computations of interest hereunder based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, for each day that the Prime Rate is the basis for such computation, and on the basis of a year of 360 days for each day that the Federal Funds Rate is the basis for such computation, and all computations of interest hereunder based on the Adjusted Eurodollar Rate shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive, absent manifest error. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. (e) All amounts shall be paid on the date specified therefor, whether or not such payment would require a payment of any Eurodollar Rate Loans prior to the last day of the applicable Interest Periods therefor or would result in losses, costs or expenses compensable under Section 3.04.

Payments and Computations. (a) The Borrower Company shall make each payment required to be made by it hereunder and under (whether of principal of, or interest on, the Notes not later than Advances, fees, LC Reimbursement Obligations or otherwise) prior to 1:00 P.M. (p.m. New York City time) , on the day when due (or, if later, within three Business Days after the Company receives an invoice therefor from the Administrative Agent), in Dollars and 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. (b) All such payments shall be made to the Administrative Agent at the Administrative Agent's ’s Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable except that payments pursuant to Section 2.09, 2.12 or 8.04(c)) ‎10.04 shall be made directly to the Lenders Persons entitled thereto and payments to be made directly to an Issuing Bank as expressly provided herein shall be so made. The Administrative Agent shall distribute any such payments received by it for the account of their respective Domestic Lending Offices, and like funds relating any other Person to the appropriate recipient promptly following receipt thereof. (c) 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 other amount payment accruing interest, interest thereon shall be payable to any Lender to such Lender for the account period of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. such extension. (d) Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d)Register, from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (be) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts then due hereunder, such funds shall be applied (i) first, to pay costs and expenses, if any, of the Administrative Agent required to be reimbursed hereunder, (ii) second, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to them, and (iii) third, to pay principal of Advances and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Advances and unreimbursed LC Disbursements, respectively, then due to them. (f) All computations of interest and of fees based on the Base Rate at times when the Base Rate is based on the Prime Rate shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Term SOFR Rate or the NYFRB Rate and of commitment fees, and of letter of credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, commitment fees, or fees letter of credit commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cg) Whenever any Except to the extent otherwise provided herein (i) each payment hereunder or under the Notes of principal of Advances shall be stated to be due on a day other than a Business Dayfor the pro rata account of the Banks in accordance with the amounts of the Advances made by them, such payment (ii) each reimbursement of LC Disbursements shall be made on for the next succeeding Business Day, and such extension pro rata account of time shall in such case be included in the computation of payment of interest Banks or feethe applicable Issuing Bank, as the case may be, in accordance with the amounts of the LC Disbursements made by them or it, (iii) each payment of commitment fee and letter of credit commission shall be for the pro rata account of the Banks, and each increase or reduction of the Maximum Amount or reduction of the amount of the Commitments under Section ‎3.04(b) shall be applied pro rata to the respective obligations of the Banks, according to their respective Applicable Percentages; and (iii) each payment of interest shall be made for the pro rata account of the Banks in accordance with the amounts of interest then due and payable to them. (dh) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders Administrative Agent for the account of the Banks hereunder that the Borrower Company will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has Company made such payment in full to the Agent on such date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Banks the amount then due due. In such Lender. If and to event, if the extent the Borrower shall Company has not have so in fact made such payment in full payment, then each of the Banks severally agrees to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Lender together Bank with interest thereon, for each day from the date such amount is distributed to such Lender until it to the date such Lender repays such amount of payment to the Administrative Agent, at the Federal Funds NYFRB Rate.

Payments and Computations. (a) The Borrower Company shall make each payment required to be made by it hereunder and under (whether of principal of, or interest on, the Notes not later than Advances, fees, LC Reimbursement Obligations or otherwise) prior to 1:00 P.M. (p.m. New York City time) , on the day when due due, in Dollars and 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. (b) All such payments shall be made to the Administrative Agent at the Administrative Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable except that payments pursuant to Section 2.09, 2.12 or 8.04(c)) 10.04 shall be made directly to the Lenders Persons entitled thereto and payments to be made directly to an Issuing Bank as expressly provided herein shall be so made. The Administrative Agent shall distribute any such payments received by it for the account of their respective Domestic Lending Offices, and like funds relating any other Person to the appropriate recipient promptly following receipt thereof. (c) 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 other amount payment accruing interest, interest thereon shall be payable to any Lender to such Lender for the account period of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. such extension. (d) Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d)Register, from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (be) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts then due hereunder, such funds shall be applied (i) first, to pay costs and expenses, if any, of the Administrative Agent required to be reimbursed hereunder, (ii) second, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to them, and (iii) third, to pay principal of Advances and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Advances and unreimbursed LC Disbursements, respectively, then due to them. (f) All computations of interest and of fees based on the Base Rate shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of commitment fees, and of letter of credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees commitment fees, or letter of credit commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cg) Whenever any Except to the extent otherwise provided herein (i) each payment hereunder or under the Notes of principal of Advances shall be stated to be due on a day other than a Business Dayfor the pro rata account of the Banks in accordance with the amounts of the Advances made by them, such payment (ii) each reimbursement of LC Disbursements shall be made on for the next succeeding Business Day, and such extension pro rata account of time shall in such case be included in the computation of payment of interest Banks or feethe applicable Issuing Bank, as the case may be, in accordance with the amounts of the LC Disbursements made by them or it, (iii) each payment of commitment fee and letter of credit commission shall be for the pro rata account of the Banks, and each increase or reduction of the Maximum Amount or reduction of the amount of the Commitments under Section 3.04(b) shall be applied pro rata to the respective obligations of the Banks, according to their respective Applicable Percentages; and (iv) each payment of interest shall be made for the pro rata account of the Banks in accordance with the amounts of interest then due and payable to them. (dh) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders Administrative Agent for the account of the Banks hereunder that the Borrower Company will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has Company made such payment in full to the Agent on such date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Banks the amount then due due. In such Lender. If and to event, if the extent the Borrower shall Company has not have so in fact made such payment in full payment, then each of the Banks severally agrees to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Lender together Bank with interest thereon, for each day from the date such amount is distributed to such Lender until it to the date such Lender repays such amount of payment to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Company shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent's Account, its address referred to in each case Section 9.02 in immediately available same day funds. The Upon receipt of any payments of principal, interest, commitment fees or other amounts payable hereunder or under the Purchased Notes, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees such payments ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)3.06) to the Lenders Banks for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank, for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate, and all computations of fees commitment fees, shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate shall be made by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders Banks hereunder or under the Purchased Notes that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.the

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 12:30 p.m. (New York City time) on the day when due in Dollars to the Agent at the Administrative Agent's Account, in each case Account in immediately available funds, without set-off or counterclaim (except for any required withholding taxes not subject to indemnification hereunder). Any amounts received after such time may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for the purpose of calculating interest thereon. The Administrative Agent will promptly thereafter but in no event later than 2:00 p.m. (New York City time) on the date such funds are received by the Administrative Agent from the Borrower cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. If the payment by the Borrower is received by the Administrative Agent after 12:30 p.m., New York time, at the place of payment, the Administrative Agent shall make payment promptly, but not later than 2:00 p.m. New York time on the next succeeding Business Day. Upon its acceptance of an Assignment and Acceptance any Transfer Supplement and recording of the information contained therein in the Register pursuant to Section 8.07(d9.8(d), from and after the effective date specified in such Assignment and AcceptanceTransfer Supplement, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, other amounts as the case may be. (d) Unless ; provided, however, that, if such extension would cause payment of interest on or principal of a Loan to be made in the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make next following calendar month, such payment shall be made on the next preceding Business Day, and such reduction of time shall be given effect in full, the Agent may assume that computation of the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with of interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratehereunder.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes without counterclaim or set-off not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.12 2.10, 2.13 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent error in the calculation of such interest rate. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date time on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes (except with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency) not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent in same day funds, without set-off or counterclaim, by deposit of such funds to the Agent’s account maintained at the Payment Office for Dollars in New York City. The Borrowers shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Advances or Letters of Credit denominated in an Alternative Currency not later than 11:00 A.M. (London time) on the day when due in such Alternative Currency to the Euro-Agent in same day funds by deposit of such funds to the Euro-Agent's Account’s account maintained at the Payment Office for such Alternative Currency, or, in each the case of Local Currency Advances, at such other time and place as shall be specified in immediately available fundsthe applicable Local Currency Addendum. The Agent, the Euro-Agent or the applicable Local Currency Agent, as applicable, will give the Company prior notice of the due date of the principal of any Committed Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s or the applicable Borrower’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent, Euro-Agent or the applicable Local Currency Agent, as applicable, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest principal, interest, Reimbursement Obligations or fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.08, 2.12 or 8.04(c)2.17) to the Lenders applicable Banks for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees based on Citibank’s base rate shall be made in good faith by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees shall be made by the Agent, Euro-Agent or the applicable Local Currency Agent, as applicable, and all computations of interest pursuant to Section 2.08 shall be made by a Bank, on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent, Euro-Agent or the applicable Local Currency Agent (or, in the case of Section 2.08, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case cases be included in the computation of payment of interest or feefees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurocurrency Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent, the Euro-Agent or the applicable Local Currency Agent, as applicable, shall have received notice from the a Borrower prior to the date on which any payment is due from such Borrower to the Lenders Banks hereunder that the such Borrower will not make such payment in full, the Agent, Euro-Agent or the applicable Local Currency Agent, as applicable, may assume that the such Borrower has made such payment in full to the Agent it on such date and the Agent it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the such Borrower shall not have so made such payment in full to the Agent, Euro-Agent or the applicable Local Currency Agent, as applicable, each Lender Bank shall repay to the Agent, Euro-Agent or the applicable Local Currency Agent, as applicable, forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent, Euro-Agent or the applicable Local Currency Agent, as applicable, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Account Parties (and RenRe, as applicable) shall make each payment hereunder and under the Notes irrespective of any right of counterclaim, defense, recoupment or set-off, not later than 1:00 P.M. (New York City time) 11:00 A.M. Charlotte, North Carolina time on the day when due due, in Dollars U.S. dollars, to the Administrative Agent at in same day funds, with payments being received by the Agent's Account, in each case in immediately available fundsAdministrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by such Account Party is in respect of principal, interest, commitment fees or any other amount then payable hereunder to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender, to Section 2.09, 2.12 or 8.04(c)) to the such Lenders for the account of their respective Domestic Lending Offices, Offices ratably in accordance with the amounts of such respective amount then payable to such Lenders and like funds relating to the (ii) if such payment by such Account Party is in respect of any other amount then payable hereunder to any Lender one Lender, to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.5(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest on Letter of Credit Advances (and any other amount payable by reference to the Base Rate) when the Base Rate is determined by reference to ▇▇▇▇▇ Fargo’s prime rate shall be made by the Administrative Agent on the basis of a year of 365 or, if applicable, 366 days; all other computations of interest and fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days. All such computations shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or feecommission, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City timePuerto Rico Time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's Account, Account in each case in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section Sections 2.09, 2.12 2.10 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of facility fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error in the calculation of such interest rate. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of LIBOR Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date time on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 2:00 p.m. (New York City Toronto, Ontario time) on the day when due in Dollars to the Agent at its address referred to in Section 19(g) or at such other location as may be specified by the Agent's AccountAgent to the Borrower, in each case in immediately available fundsfunds without setoff, compensation, counterclaim, recoupment or other defense. The Agent Any payments received after 2:00 p.m. (Toronto time) will promptly thereafter cause to be distributed like funds relating to considered for all purposes as having been made on the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext following Business Day. (b) All computations Agent and ▇▇▇▇▇▇▇ will maintain in accordance with their usual practice one or more accounts evidencing the indebtedness of the Borrower to the Agent hereunder. Such account(s) will be prima facie evidence of the obligations recorded therein, provided that any failure by Agent to maintain any account or any error therein shall not affect the obligation of the Borrower to repay its indebtedness to the Agent in accordance with this Credit Agreement. (c) Each determination of a rate of interest or fee by Agent will be conclusive evidence of such rate or fee in the absence of manifest error. Interest and of fees shall will be made in good faith by the Agent calculated on the basis of a year of 360 365 days for the actual number of days (including the first day but excluding the last day) occurring elapsed in the period for which such interest or fees are payable. For the purposes of disclosure pursuant to the Interest Act (Canada) and not for any other purpose, where in this Credit Agreement a rate is to be calculated on the basis of a year of 365 days, the yearly rate to which the 365-day rate is equivalent is such rate multiplied by the number of days in the year for which such calculation is made and divided by 365. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beinterest. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment and prepayment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. (New York City time) 2:00 p.m. on the day when due in Dollars to the Agent at the Agent's Accountdue, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending OfficeDollars, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording Administrative Agent, for the account of the information contained therein respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in the Register pursuant Same Day Funds without condition or deduction for any defense, recoupment, set-off or counterclaim. The Administrative Agent will promptly distribute to Section 8.07(d), from and after the effective date specified each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties like funds as received by wire transfer to such Assignment Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall, in each case be deemed received on the next succeeding Business Day and Acceptance any applicable interest or fee shall make all appropriate adjustments in such payments for periods prior continue to such effective date directly between themselvesaccrue. (b) All computations of interest and of fees for Base Rate Loans shall be made in good faith by the Agent on the basis of a year of 360 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the actual number day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (1) day. Each determination by the Administrative Agent of days (including the first day but excluding the last day) occurring in the period an interest rate or fee hereunder shall be conclusive and binding for which such interest or fees are payableall purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurocurrency Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans shall be applied as follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurocurrency Rate Loans, with those Eurocurrency Rate Loans, as applicable, having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the AgentAdministrative Agent in Same Day Funds in Dollars, then each Lender shall repay to the Administrative Agent forthwith on demand the portion of such amount distributed assumed payment that was made available to such Lender in Same Day Funds in Dollars, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds in Dollars at the applicable Overnight Rate from time to time in effect. (e) Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of Section 10.2(b) below (or required to be applied in accordance with Section 2.4), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender until Lender’s Ratable Portion; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the date Lenders as are entitled thereto and, for such Lender repays such amount payments allocated to the AgentLenders, at the Federal Funds Ratein proportion to their respective Ratable Portions.

Payments and Computations. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment and prepayment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. (New York City time) 2:00 p.m. on the day when due due, in Dollars to the Agent Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Account’s Office for payment and in Same Day Funds without condition or deduction for any defense, recoupment, set-off or counterclaim. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to deemed received on the payment of principal or next succeeding Business Day and any applicable interest or fees ratably (other than amounts payable pursuant fee shall continue to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaccrue. (b) All computations of interest and for Base Rate Loans when the Base Rate is determined by Bank of fees America’s “prime rate” shall be made in good faith by the Agent on the basis of a year of 360 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the actual number day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one (1) day. Each determination by the Administrative Agent of days (including the first day but excluding the last day) occurring in the period an interest rate or fee hereunder shall be conclusive and binding for which such interest or fees are payableall purposes, absent manifest error. (c) Each payment by the Borrower of any Loan and Reimbursement Obligation (including interest and fees in respect thereof) and each reimbursement of costs, expenses and other Obligations owing under any Loan Document shall be made in Dollars. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans shall be applied as follows: first, to repay any such Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the AgentAdministrative Agent in Same Day Funds in Dollars, each Lender shall repay to the Administrative Agent forthwith on demand the portion of such assumed amount distributed that was made available to such Lender in Same Day Funds in Dollars, together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from and including the date such amount is distributed was made available to such Lender until the date such Lender repays such amount is repaid to the Administrative Agent in Same Day Funds in Dollars. (f) Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of Section 10.2(b) below (or required to be applied in accordance with Section 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions. (g) At the option of the Administrative Agent, at principal on the Federal Funds RateSwing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans and Protective Advances may be paid from the proceeds of Swing Loans or the Revolving Loans unless the Borrower makes such payments on the next succeeding Business Day after the Borrower receives written notice from the Administrative Agent requesting such payments. The Borrower hereby authorizes the Swing Loan Lender to make such Swing Loans pursuant to Section 2.3(a) and the Lenders to make such Loans pursuant to Section 2.2(a) from time to time in the amounts of any and all principal payable with respect to the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Loans and Protective Advances, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and the Revolving Loans and to distribute the proceeds of such Swing Loans and the Revolving Loans to pay such amounts. The Borrower agrees that all such Swing Loans and the Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 4.2, which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account, Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.12 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.17, and upon the Agent's receipt of such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Extension Date, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate and of facility fees hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. The Borrower hereby irrevocably authorizes ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ from time to time to pay or prepay to the Lender on behalf of the Borrower any amount due and payable hereunder or under the Note, by application of funds from any Free Credit Balance existing at such time or from redemption or other disposition of any MS BusinesScape Funds in the Borrower’s MS BusinesScape Account (aand the Borrower hereby authorizes ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ from time to time to redeem or otherwise dispose of such MS BusinesScape Funds for the purpose of obtaining funds to make such payment or prepayment). The Borrower agrees to deposit or otherwise make available to the Borrower’s MS BusinesScape Account for the account of the Lender on the day when due and payable, the amount necessary for the purpose of making payment of any amount due hereunder or under the Note. To the extent that such Free Credit Balance and the value of such MS BusinesScape Funds are insufficient for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ to so pay to the Lender on behalf of the Borrower any such amount due hereunder, the Lender may, in its sole discretion, make an Advance pursuant to (and to the extent permitted under) Section 2.02(a)(iii) in such amount. The Borrower shall make each payment hereunder and or under the Notes Note in respect of interest on, principal of, or other amount related to the Advances, not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due and payable in United States Dollars to the Agent at the Agent's Accountin same day funds, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to being so received by the Lender assignee thereunder, and after such time being deemed to have been made on the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) next succeeding Business Day. All computations of interest and of fees hereunder or under the Note shall be made in good faith by the Agent Lender on the basis of a year of 360 days 365 or 366 days, as the case may be, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate hereunder or fees are payable. (c) under the Note shall be conclusive and binding for all purposes, absent manifest error. Whenever any payment hereunder or under the Notes Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beinterest. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes other Loan Documents not later than 1:00 P.M. 2:00 p.m. (New York City time) on the day when due in Dollars to the Administrative Agent at the Agent's Accountits offices at ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, in each case in immediately available same day funds, except payments to be made directly to any Issuing Bank as expressly provided herein; any payment received after 3:00 p.m. (New York City time) shall be deemed to have been received at the start of business on the next succeeding Business Day, unless the Administrative Agent shall have received from, or on behalf of, the Borrower a Federal Reserve reference number with respect to such payment before 4:00 p.m. (New York City time). The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders, to the respective Lenders to which the same are payable, for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that any distribution of any payment from the Borrower required to be made to any Lender pursuant to the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent, the Administrative Agent shall pay to such Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent’s acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d)11.07, from and after the effective date specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes the Administrative Agent, each Lender and each Issuing Bank, if and to the extent payment owed to the Administrative Agent, such Lender or such Issuing Bank, as the case may be, is not made when due hereunder (or, in the case of a Lender, under any Promissory Note held by such Lender), to charge from time to time against any or all of the Borrower’s accounts with the Administrative Agent, such Lender or such Issuing Bank, as the case may be, any amount so due. (c) All computations of interest and of fees based on the Alternate Base Rate (when the Alternate Base Rate is based on the Prime Rate) shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be. All other computations of interest and fees hereunder (including computations of interest based on the Adjusted LIBO Rate, the CD Rate and the Federal Funds Effective Rate) shall be made by the Administrative Agent on the basis of a year of 360 days days. In each such case, such computation shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each such determination by the Administrative Agent or a Lender shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes any other Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest and fees hereunder; provided, however, that if such extension would cause payment of interest on or feeprincipal of Eurodollar Rate Loans to be made in the next following calendar month, as such payment shall be made on the next preceding Business Day and such reduction of time shall in such case may bebe included in the computation of payment of interest hereunder. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (f) Any amount payable by the Borrower hereunder or under any of the Promissory Notes that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at a rate per annum equal at all times to the Default Rate, payable on demand. (g) 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, subject to Section 5.07, (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City time) 11:00 a.m. on the day when due in U.S. Dollars to the Administrative Agent at the Administrative Agent's ’s Account, in each case in immediately available same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09Sections 2.11, 2.12 2.12(a)2.12, 2.13 or 8.04(c8.5(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.6(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days three hundred and sixty (360) days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided that, if such extension would cause payment of interest on or feeprincipal of any Advance to be made in the next following calendar month, as such payment shall be made on the case may benext preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. (e) The Borrower’s obligation to pay all amounts due hereunder and under any other Loan Documents shall not be affected by any circumstance whatsoever, including: (i) any set-off, counterclaim, recoupment, deduction, abatement, suspension, diminution, reduction, defense or other right which the Borrower may have against any supplier, whether such supplier was paid from the proceeds of Advances or otherwise, for any reason whatsoever arising under or pursuant to any supply agreement or otherwise relating to the purchase of goods, other property or services from or by any such supplier; (ii) any defect in the condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any equipment or material provided by any such supplier; (iii) any actual or alleged default by any such supplier or any other Person under any supply agreement; or (iv) any other fact or circumstance relating to any supply agreement.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. p.m. (New York City time), in each case on the day when due, in the currency in which such Loans were made (or in Dollars), except as specified in the following sentence, to the Agent at the Agent’s Office for payments in such currency in immediately available funds without setoff or counterclaim. The Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Applicable Lending Offices of the applicable Lenders for such payments ratably in accordance with the amount of such principal, interest or fees due and owing to such Lenders on such date; provided, however, that (x) amounts payable pursuant to Section 2.14 or Section 2.15 shall be paid only to the affected Issuing Bank, Lender or Lenders and (y) amounts payable to the Issuing Banks in accordance with Section 2.10 or Swingline Lender shall be paid directly to such Issuing Banks or Swingline Lender, as applicable. Payments received by the Agent after 1:00 p.m. (New York City time) shall, at the option of the Agent, be deemed to be received on the day when due in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext Business Day. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days (other than computations of interest for Base Rate Loans, Canadian Prime Rate Loans and CDOR Loans, which shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be), in each case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or and fees are payable. Each determination by the Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Except as otherwise provided herein, each payment by a Borrower with respect to any Loan or Letter of Credit and each reimbursement of reimbursable expenses or indemnified liabilities shall be made in the currency in which such Loan was made, such Letter of Credit issued or such expense or liability was incurred. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of any Term Benchmark Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans or Term Loans that are denominated in Dollars or Canadian Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans or Canadian Prime Rate Loans, as applicable, and second, to repay such Loans outstanding as Term Benchmark Loans, with those Term Benchmark Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (de) Unless the Agent shall have received notice from any Borrower to the Borrower Lenders prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the that such Borrower shall not have so made such payment in full to the Agent, each applicable Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon (at the Interbank Rate for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. 12 noon (New York City time) on the day when due due, in Dollars Dollars, to the Loan Agent at the Agent's Account, in each case in immediately available fundsfunds without set-off, counterclaim, claim of recoupment or other defense (except for any required withholding taxes not subject to indemnification hereunder) to the following account (unless otherwise advised): ACCOUNT OF : AIRBUS FINANCIAL SERVICES ACCOUNT AT : CALYON, NEW YORK SWIFT CODE : ▇▇▇▇▇▇▇▇ CHIPS ID : 807 ABA REF : 026 008 073 ACCOUNT NO : 01 22456 0001 00 All payments in respect of any Obligations shall at all times be made to the Loan Agent. The Loan Agent will promptly thereafter cause all such payments received by it to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied Person entitled thereto in accordance with the terms priorities of payment set forth below in clause (d) or (e) of this AgreementSection 2.9 or both, as applicable. Upon its acceptance Payments received by the Loan Agent after 2:00 p.m. (New York City time) shall, solely for the calculation and accrual of an Assignment and Acceptance and recording of the information contained therein in the Register interest pursuant to Section 8.07(d)the provisions hereof, from and after be deemed to be received on the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext Business Day. (b) All computations Each determination by the Loan Agent of an interest and of fees rate hereunder shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payablepresumed correct, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made due on the next succeeding Business Day, and unless the result of such extension would be to extend such payment date into another calendar month, in which event such payment date shall end on the immediately preceding Business Day and for the avoidance of time doubt, interest computation shall in such case be included in the computation of payment of interest or fee, as the case may beadjusted accordingly. (d) Unless So long as no Event of Default under any of Sections 6.1(a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) and (g) has occurred and is continuing or would result therefrom, the Loan Agent shall have promptly apply all payments received notice from by it in respect of any Obligations in the Borrower prior following order: (i) first, to pay interest then due and payable in respect of the Loans to the date Lenders, on which a pro rata basis; (ii) second, to pay principal then due and payable on the Loans to the Lenders, on a pro rata basis; (iii) third, to pay any payment is other Obligations then due and payable to the Loan Agent, the Collateral Agent and the Lenders, on a pro rata basis; and (iv) fourth, to the Borrowers or their respective designees. (e) After the occurrence and during the continuance of an Event of Default under any of Sections 6.1(a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) or (g), the Loan Agent shall promptly apply all payments in respect of any Obligations or Cross-Default Obligations (including amounts received by the Collateral Agent upon the exercise of remedies with respect to the Collateral or the Cross-Collateral) in the following order: (i) first, to pay Obligations in respect of any expenses, indemnities or other amounts owing hereunder not referred to in clauses (ii) through (v) below then due and payable to the Lenders, the Loan Agent or the Collateral Agent, on a pro rata basis; (ii) second, to pay interest then due and payable in respect of the Loans to the Lenders, on a pro rata basis; (iii) third, to pay or prepay principal payments on the Loans to the Lenders hereunder that or other Obligations to the Borrower will not make such payment in fullrespective parties entitled thereto, on a pro rata basis, or to be held by, the Loan Agent may assume that as additional collateral for any Obligations which are not at the Borrower has made such time due and payable; (iv) fourth, to pay any Cross-Default Obligations then due and payable to the respective parties entitled thereto, on a pro rata basis, or to be held by the Loan Agent as Collateral for any Cross-Default Obligations which are not at the time due and payable; and (v) fifth, after payment in full of the Cross-Default Obligations, to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds RateBorrowers or their respective designees.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City timePuerto Rico Time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's Account, Account in each case in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 2.10 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of facility fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error in the calculation of such interest rate. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of LIBOR Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date time on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The UK Borrower shall make each payment hereunder and under the Notes any Loan Document due by it not later than 1:00 P.M. (New York City time) 11:00 A.M. on the day when due in Dollars Sterling to the UK Administrative Agent at the Agent's Accountits UK Payment Office in same day funds without setoff, in each case in immediately available fundsdeduction or counterclaim as may be permitted pursuant to Section 2.14. The UK Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably to the UK Banks (other than amounts payable pursuant decreased, as to any Bank, for any taxes withheld in respect of such Bank as contemplated by Section 2.09, 2.12 or 8.04(c2.14(b)) to the Lenders for the account of their respective Domestic UK Lending Offices, and like funds relating to the payment of any other amount payable to any Lender UK Bank to such Lender UK Bank for the account of its Domestic UK Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Sterling Notes shall be stated to be due on a day other than a UK Business Day, such payment shall be made on the next succeeding UK Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Sterling Advances to be made in the next following calendar month, such payment shall be made on the next preceding UK Business Day. (dc) Unless the UK Administrative Agent shall have received notice from the UK Borrower prior to the date on which any payment is due to the Lenders UK Banks hereunder that the UK Borrower will not make such payment in full, the UK Administrative Agent may assume that the UK Borrower has made such payment in full to the UK Administrative Agent on such date and the UK Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender UK Bank on such due date an amount equal to the amount then due such LenderUK Bank. If and to the extent the UK Borrower shall not have so made such payment in full to the UK Administrative Agent, each Lender shall UK Bank shall, subject to Section 8.8, repay to the UK Administrative Agent forthwith on demand such amount distributed to such Lender UK Bank together with interest thereon, for each day from the date such amount is distributed to such Lender UK Bank until the earlier of (i) the date such Lender UK Bank repays such amount to the AgentUK Administrative Agent and (ii) the date two UK Business Days after the date such amount is so distributed, at the Federal Funds RateSterling LIBO Rate and thereafter until the date such UK Bank repays such amount to the UK Administrative Agent at the Sterling LIBO Rate plus 2%.

Payments and Computations. (a) above(a) The Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City time) 11:00 a.m. on the day when due in Trinidad Dollars to the Administrative Agent at the Administrative Agent's ’s Account, in each case in immediately available same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09Sections 2.11, 2.12 2.12, 2.13 or 8.04(c8.06(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days three hundred and sixty (360) days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes any Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided that, if such extension would cause payment of interest on or feeprincipal of any Advance to be made in the next following calendar month, as such payment shall be made on the case may benext preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Repo Rate. (e) The Borrower’s obligation to pay all amounts due hereunder and under any other Loan Documents shall not be affected by any circumstance whatsoever, including: (i) any set-off, counterclaim, recoupment, deduction, abatement, suspension, diminution, reduction, defense or other right which the Borrower may have against any supplier, whether such supplier was paid from the proceeds of Advances or otherwise, for any reason whatsoever arising under or pursuant to any supply agreement or otherwise relating to the purchase of goods, other property or services from or by any such supplier; (ii) any defect in the condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any equipment or material provided by any such supplier; (iii) any actual or alleged default by any such supplier or any other Person under any supply agreement; or (iv) any other fact or circumstance relating to any supply agreement.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due due, in Dollars Dollars, to the Administrative Agent at the Agent's Account, its address referred to in each case Section 11.01 in immediately available fundsfunds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or principal, interest or fees ratably (other than amounts payable pursuant to Section 2.09Sections 2.10, 2.12 or 8.04(c)2.11 and 2.13) to the Lenders for the account of Lenders, in accordance with their respective Domestic Lending OfficesRatable Portions, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending OfficeLender, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of Payment received by the information contained therein in Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be received on the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext Business Day. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under any Loan held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due. (c) All computations of interest based on the Prime Rate or the Federal Funds Rate and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due hereunder to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Company shall make each payment required to be made by it hereunder and under (whether of principal of, or interest on, the Notes not later than Advances, fees, LC Reimbursement Obligations or otherwise) prior to 1:00 P.M. (p.m. New York City time) , on the day when due due, in Dollars and 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. (b) All such payments shall be made to the Administrative Agent at the Administrative Agent's ’s Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable except that payments pursuant to Section 2.09, 2.12 or 8.04(c)) 10.04 shall be made directly to the Lenders Persons entitled thereto and payments to be made directly to an Issuing Bank as expressly provided herein shall be so made. The Administrative Agent shall distribute any such payments received by it for the account of their respective Domestic Lending Offices, and like funds relating any other Person to the appropriate recipient promptly following receipt thereof. (c) 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 other amount payment accruing interest, interest thereon shall be payable to any Lender to such Lender for the account period of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. such extension. (d) Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d)Register, from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (be) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts then due hereunder, such funds shall be applied (i) first, to pay costs and expenses, if any, of the Administrative Agent required to be reimbursed hereunder, (ii) second, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to them, and (iii) third, to pay principal of Advances and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Advances and unreimbursed LC Disbursements, respectively, then due to them. (f) All computations of interest and of fees based on the Base Rate shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of commitment fees, and of letter of credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees commitment fees, or letter of credit commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cg) Whenever any Except to the extent otherwise provided herein (i) each payment hereunder or under the Notes of principal of Advances shall be stated to be due on a day other than a Business Dayfor the pro rata account of the Banks in accordance with the amounts of the Advances made by them, such payment (ii) each reimbursement of LC Disbursements shall be made on for the next succeeding Business Day, and such extension pro rata account of time shall in such case be included in the computation of payment of interest Banks or feethe applicable Issuing Bank, as the case may be, in accordance with the amounts of the LC Disbursements made by them or it, (iii) each payment of commitment fee and letter of credit commission shall be for the pro rata account of the Banks, and each increase or reduction of the Maximum Amount or reduction of the amount of the Commitments under Section 3.04(b) shall be applied pro rata to the respective obligations of the Banks, according to their respective Applicable Percentages; and (iv) each payment of interest shall be made for the pro rata account of the Banks in accordance with the amounts of interest then due and payable to them. (dh) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders Administrative Agent for the account of the Banks hereunder that the Borrower Company will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has Company made such payment in full to the Agent on such date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Banks the amount then due due. In such Lender. If and to event, if the extent the Borrower shall Company has not have so in fact made such payment in full payment, then each of the Banks severally agrees to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Lender together Bank with interest thereon, for each day from the date such amount is distributed to such Lender until it to the date such Lender repays such amount of payment to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City Amsterdam, The Netherlands time) on the day when due in Dollars Euro to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rateovernight EURIBOR rate as selected and calculated by the Agent.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes any instrument delivered hereunder not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in Dollars lawful money of the United States (in freely transferable dollars) to the Agent at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ for the Agent's Accountaccount of the Lenders, in each case in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders shall distribute any such payments received by it for the account of their respective Domestic Lending Officesany other person to the appropriate recipient promptly following receipt thereof. The Agent may charge, when due and payable, any of the Borrowers' accounts (including, without limitation, the Borrowers' Revolving Credit Loan Account) with the Agent for all interest, principal and Revolving Credit Commitment Fees or other fees owing to the Agent or the Lenders on or with respect to this Agreement and/or the Loans and other Loan Documents. If at any time there is not sufficient availability to cover any of the payments referred to in the prior sentence, and like funds relating to in any event upon the payment occurrence of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and AcceptanceDefault, the Agent Borrowers shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in any such payments for periods prior to such effective date directly between themselvesupon demand. (b) All computations If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from the Borrowers and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender without setoff, counterclaim or deduction of interest and any kind. If Agent determines at any time that any amount received by Agent under this Agreement must be returned to Borrowers or paid to any other person pursuant to any solvency law or otherwise, then, notwithstanding any other term or condition of fees shall this Agreement, Agent will not be made in good faith by the required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Agent on the basis demand any portion of a year such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to Borrowers or such other person, without setoff, counterclaim or deduction of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payableany kind. (c) Whenever any payment hereunder The outstanding principal balance of Revolving Credit Loans may fluctuate from day to day, through Agent's disbursement of funds to, and receipt of funds from, Borrowers. In order to minimize the frequency of transfers of funds between Agent and each Lender, Revolving Credit Loans and payments may be settled according to the following procedures. On the third Business Day of each week, or under more frequently (including daily), if Agent so elects (each such day being a "Settlement Date"), Agent will advise each Lender by telephone, telex or telecopy of the Notes shall be stated to be due amount of each such Lender's actual dollar investment and its ratable portion (based on a day other than a Business Day, such payment shall be made its applicable Revolving Credit Commitment) of the outstanding principal balance of Revolving Credit Loans as of the close of business on the next succeeding third Business Day, and Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such extension of time shall in such case be included Lender's actual dollar investment in the computation outstanding principal balance of payment Revolving Credit Loans to such Lender's ratable portion (based on its applicable Revolving Credit Commitment) of interest or feethe outstanding principal balance of Revolving Credit Loans as of any Settlement Date (based on the outstanding balances as of the close of business on the third Business Day immediately preceding such Settlement Date), as the case may be. (d) Unless the Agent shall have received notice party from the Borrower prior to the date on which any such payment is due will pay the other, in immediately available funds, by wire transfer to the Lenders hereunder other's account not later than 2:00 p.m. (New York time) on the Settlement Date. Notwithstanding the foregoing, if Agent so elects, Agent may require that each Lender make its ratable portion (based on its applicable Revolving Credit Commitment) of any requested Revolving Credit Loan available to Agent for disbursement on the date of funding applicable to such Revolving Credit Loan in accordance with Sections 2.02(d) and 2.03 hereof. Notwithstanding these procedures, each Lender's obligation to fund its portion of each Revolving Credit Loan made by Agent to Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent commence on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount advance is distributed to such Lender until the date such Lender repays such amount to the made by Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Authority shall make or cause to be made each payment hereunder and under the Notes Fee Letters not later than 1:00 P.M. (3:00 p.m., New York City time) , on the day when due due, in Dollars lawful money of the United States of America to the account of the Administrative Agent at the Agent's Account, set forth in each case Section 2.9(c) hereof in immediately available funds. The Agent will promptly thereafter cause to ; provided, however, that whenever any payment hereunder or the Fee Letters shall be distributed like funds relating due on a day that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time; and provided, further, that the Authority shall be permitted to make any payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)2.5 in next day funds if such payment is made (i) on the Business Day immediately preceding the date on which such payment would otherwise have been due and (ii) in an amount equal to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating amount that would have been required to have been paid had the payment of any other amount payable to any Lender to such Lender for not been made in next day funds in reliance upon this proviso. Payment received by the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and Administrative Agent after the effective date specified applicable time set forth in such Assignment and Acceptance, this Section 2.9 shall be considered to have been made on the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) next succeeding Business Day. All computations of interest payable by the Authority on LIBO Rate Term Loans and of fees LIBO Rate Term Loans bearing interest at the Default Rate shall be made in good faith by the Agent computed on the basis of a year of 360 three hundred sixty (360) days for and the actual days elapsed and all computations of interest payable by the Authority on Base Rate Term Loans and Base Rate Term Loans bearing interest at the Default Rate shall be computed on the basis of a year of three hundred sixty-five (365) days and the actual days elapsed. Interest shall accrue during each period during which interest is computed from and including the first day thereof to but excluding the last day thereof. All computations of fees payable by the Authority hereunder or under the Fee Letters shall be made on the basis of a three hundred sixty (360)-day year but calculated on the actual number of days elapsed. (including b) Unless otherwise provided herein, any amount payable by the first day but excluding Authority hereunder or under the last day) occurring in Fee Letters that is not paid when due shall bear interest at the period for which such interest or fees are payableDefault Rate and shall be payable upon demand of the Administrative Agent. (c) Whenever any payment hereunder or Payments under this Agreement and under the Notes shall be stated to be due on a day other than a Business Day, such payment Fee Letters shall be made on to the next succeeding Business Day, and such extension of Administrative Agent as specified by the Administrative Agent from time shall in such case be included in the computation of payment of interest or fee, as the case may beto time. (d) If, except as otherwise expressly provided herein, 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 Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective 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 Authority pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans to any assignee or participant, other than to the Authority or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Authority 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 Authority rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Authority in the amount of such participation. (e) Unless the Administrative Agent shall have received notice from the Borrower Authority prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower Authority will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower Authority has made such payment in full to the Agent on such date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Lenders the amount then due due. In such Lender. If and to event, if the extent the Borrower shall Authority has not have so in fact made such payment in full payment, then each of the Lenders severally agrees to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Lender together with interest thereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date such Lender repays such amount of payment to the Administrative Agent, at the greater of the Federal Funds RateEffective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.3(c)(iv), 2.9(e) or 10.4(c) hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections. Application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its discretion.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account, Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.12 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Upon any Assuming Lender becoming a Lender hereunder as a result of the effectiveness of a Commitment Increase pursuant to Section 2.05(b) or an extension of the Termination Date pursuant to Section 2.17 and upon the Agent's receipt of such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. (b) All computations of interest based on Citibank's base rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (11:00 a.m. New York City time) time on the day when due in Dollars to the Administrative Agent at the Agent's Account, in each case in immediately available funds. The Administrative Agent will shall promptly thereafter cause distribute to be distributed each Lender its share, determined on a Pro Rata Basis (or other applicable basis as provided herein), of such payment in like funds relating as received by wire transfer to such Lender. All payments received by Administrative Agent after 11:00 a.m. New York City time shall be deemed received on the payment of principal or next succeeding Business Day and any applicable interest or fees ratably (other than amounts payable pursuant fee shall continue to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaccrue. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business DayDay (except in the case of a payment made to cure a Collateral Call Trigger Event), such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feeany fees, as the case may be. (dc) Unless All payments (including prepayments and any other amounts received hereunder in connection with the exercise of any Lender’s rights after an Event of Default) made by Borrower to Administrative Agent under any Margin Loan Documentation shall have received notice from be applied to amounts then due and payable, ratably in accordance with the Borrower prior percentage of any such amounts owed to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent mayeach Lender, in reliance upon such assumption, cause the following order: (i) to be distributed any expenses and indemnities payable by Borrower to each Lender Lenders or Agents under any Margin Loan Documentation; (ii) to any accrued and unpaid interest and fees due under this Agreement; (iii) to principal payments on such due date an amount equal to the amount then due such Lender. If outstanding Advances; and (iv) to the extent the Borrower shall not have so made such payment in full of any excess, to the Agent, each Lender shall repay to payment of all other Obligations under the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds RateMargin Loan Documentation.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes any instrument delivered hereunder (except as otherwise provided in any such instrument) not later than 1:00 P.M. (12:00 noon New York City time) time on the day when due in lawful and freely transferable United States Dollars to the Agent at the Agent's Accountoffice at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, for the account of the Lending Office in each case in immediately available same day funds. The Agent will shall promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) disburse to the Lenders for funds of such type as it shall have received in the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of manner provided by this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes the Agent and each Lender, if and to the extent payment is not made when due hereunder or under any instrument delivered hereunder, to charge from time to time against any or all of the Borrower's accounts with the Agent or such Lender, as the case may be, any amount so due. The Borrower further agrees that not later than 12:00 noon (New York City time) on each day on which a payment is due hereunder with respect to the Advance or under any Note, it will have in its account maintained with the Agent in New York City a credit balance at least equal to the total amount so due on such day. (c) All computations of interest and of fees shall be made in good faith by the Agent and the Lenders on the basis of a year of 360 days (365 or 366 with respect to Base Rate computations) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are amount is payable. (cd) Whenever any payment to be made hereunder or under the Notes any instrument delivered hereunder shall be stated to be due due, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be made made, and the last day of such Interest Period shall occur, on the next succeeding Business Day, and any such extension of time shall in such case all cases be included taken into account in the computation of payment of interest due hereunder or feeotherwise; provided, as however, if such extension would extend the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the maturity date on which of any payment is due to the Lenders hereunder that the Borrower will not make Advance or would cause such payment to be made, or the last day of any Interest Period relating to a LIBOR Rate Advance to occur, in fulla new calendar month, the Agent may assume that the Borrower has made such payment in full to the Agent on such date shall be made, and the Agent maylast day of any such Interest Period shall occur, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratenext preceding Business Day.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes Notes, if any, not later than 1:00 2:00 P.M. (New York City time) on the day when due due, in Dollars US Dollars, to the Administrative Agent at the Administrative Agent's Account’s Account in same day funds, in each case in immediately available fundswithout set off, counterclaim or deduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c8.04(d)) to the Lenders of the applicable Tranche for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. All payments received by the Administrative Agent after 2:00 P.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) All computations of interest based on the Base Rate at times when the Base Rate is based on the Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Base Rate at times when the Base Rate is not based on the Prime Rate and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent error in the calculation of such interest rate or fee. (c) Whenever any payment hereunder or under the Notes Notes, if any, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or feeprincipal of Eurodollar Rate Loans to be made in the next following calendar month, as such payment shall be made on the case may benext preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, Administrative Agent each Lender shall severally agrees to repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. Except as otherwise expressly provided in this Agreement, payments by the Borrower pursuant to this Agreement or any other Loan Document, whether in respect of the Loan, interest or otherwise (a) The other than interest or fee payments made by delivery of Shares), shall be made by the Borrower shall make each payment hereunder and under to the Notes Lender not later than 1:00 P.M. 12:00 noon (New York City Denver, Colorado time) on the day when date due in by delivery of United States Dollars to the Agent at the Agent's Account, in each case in immediately available fundsfunds to the Lender’s Account, or such other account designated from time to time by notice from the Lender to the Borrower in writing at least two (2) Business Days before any such due date. The Agent will promptly thereafter cause Except as otherwise expressly provided in this Agreement, payments by the Borrower pursuant to this Agreement or any other Loan Document of interest, fees or other amounts in Shares shall be made by the Borrower to the Lender not later than 12:00 noon (Denver, Colorado time) on the date due by delivery of one or more duly authorized and issued Share certificates evidencing the number of Shares then due, issued in the name of the Lender or such Affiliate of the Lender as designated by the Lender in writing. All payments under this Agreement to be distributed like funds relating made by the delivery of Shares shall be made by the delivery of Tradable Shares. All decisions with respect to the payment of principal interest, fees or interest other amounts under this Agreement by either (i) the delivery of Tradable Shares, or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)ii) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of immediately available funds, shall be made by the Lender in its sole discretion. For the purposes of converting any amount from or into United States Dollars or any other amount payable to any Lender to such Lender for currency, the account parties shall use the Exchange Rate. All payments hereunder, whether by delivery of its Domestic Lending OfficeShares or of United States Dollars, in each case to shall be applied in accordance with made by the terms of this AgreementBorrower without set off, deduction, withholding or counterclaim not later than on the date when due. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and Any payments received hereunder after the effective time and date specified in such Assignment and Acceptance, the Agent this Section 3.4 shall make all payments hereunder and under the Notes in respect of the interest assigned thereby be deemed to have been received by the Lender assignee thereunder, and on the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) next following Business Day. All computations of interest and of fees shall be made in good faith by the Agent computed on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in during the period for which such interest or fees are payable. is payable over a year comprised of three hundred sixty (c360) days. Whenever any payment to be made hereunder or under the Notes shall be stated to otherwise be due on a day other than which is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall in such case be included in the computation of payment of interest or feecomputing interest, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent mayif any, in reliance upon connection with such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratepayment.

Payments and Computations. (a) All payments to be made by the Company shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Borrower Company shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 a.m. (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent's Account, its address referred to in each case Section 8.02 in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 2.08 or 8.04(c)2.12) ratably to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and based on clause (i) of the definition of "Base Rate" or of fees payable hereunder shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or on clause (ii) of the definition of "Base Rate" shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for of which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower Company shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Lender, together with interest thereon, thereon for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, Administrative Agent at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Eurodollar Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Eurodollar Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.03, 2.12 2.11, 2.14 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrowers hereby authorize each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by such Lender, to charge from time to time against any or all of the Borrowers' accounts with such Lender any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Eurodollar Rate, the LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder that the such Borrower will not make such payment in full, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the such Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Company shall make each payment required to be made by it hereunder and under (whether of principal of, or interest on, the Notes not later than Advances, fees, LC Reimbursement Obligations or otherwise) prior to 1:00 P.M. (p.m. New York City time) , on the day when due due, in Dollars and 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. (b) All such payments shall be made to the Administrative Agent at the Administrative Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable except that payments pursuant to Section 2.09, 2.12 or 8.04(c)) 10.04 shall be made directly to the Lenders Persons entitled thereto and except payments to be made directly to an Issuing Bank as expressly provided herein. The Administrative Agent shall distribute any such payments received by it for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount Person to the appropriate recipient promptly following receipt thereof. (c) 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 to any Lender to such Lender for the account period of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. such extension. (d) Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register register maintained by the Administrative Agent pursuant to Section 8.07(d9.06(b), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (be) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts then due hereunder, such funds shall be applied (i) first, to pay costs and expenses, if any, of the Administrative Agent required to be reimbursed hereunder, (ii) second, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to them, and (iii) third, to pay principal of Advances and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Advances and unreimbursed LC Disbursements, respectively, then due to them. (f) All computations of interest and of fees based on the Base Rate shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of commitment fees, and of letter of credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees commitment fees, or letter of credit commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cg) Whenever any Except to the extent otherwise provided herein (i) each payment hereunder or under the Notes of principal of Advances shall be stated for the pro rata account of the Banks in accordance with the amounts of the Advances made by them, (ii) each reimbursement of LC Disbursements shall be for the pro rata account of the Banks in accordance with the amounts of the LC Disbursements made by them, (iii) each payment of commitment fee and letter of credit commission shall be for the pro rata account of the Banks, and each increase or reduction of the Maximum Amount or reduction of the amount of the Commitments under Section 3.04 shall be applied pro rata to be due on a day other than a Business Daythe respective obligations of the Banks, such according to their respective Applicable Percentages; and (iv) each payment of interest shall be made on for the next succeeding Business Day, and such extension pro rata account of time shall the Banks in such case be included in accordance with the computation of payment amounts of interest or fee, as the case may bethen due and payable to them. (dh) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Lenders Administrative Agent for account of the Banks hereunder that the Borrower Company will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has Company made such payment in full to the Agent on such date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Banks the amount then due due. In such Lender. If and to event, if the extent the Borrower shall Company has not have so in fact made such payment in full payment, then each of the Banks severally agrees to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Lender together Bank with interest thereon, for each day from the date such amount is distributed to such Lender until it to the date such Lender repays such amount of payment to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 1:00 12:00 P.M. (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent's Account, its address referred to in each case Section 8.02 in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or fees Facility Fee ratably (other than amounts payable pursuant to Section 2.092.02(b), 2.12 2.12, 2.15 or 8.04(cSection 8.04(d)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees based on ▇▇▇▇▇ Fargo’s Prime Rate shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. All other computations of interest and fees shall be made on the basis of a year of 360 days days, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are fee is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business Day, such payment due date shall be made on extended to the next succeeding Business Day, and any such extension of time such due date shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided that if such extension would 16605535v6 24740.00262 41 cause payment of interest on or principal of SOFR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Overnight Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder pay the entire Outstanding Loan Balance and under the Notes not later than 1:00 P.M. (New York City time) all other Obligations in full on the day when due in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesMaturity Date. (b) All computations of Principal and interest and of fees on the Loans shall be made paid by or on behalf of the Borrower to the Lender, in good faith arrears (i) on each Payment Date and (ii) on the Maturity Date; provided that, if any interest accrues or remains payable after the Maturity Date or during the continuance of an Event of Default, such interest shall accrue at the Default Rate until paid in full and shall be payable upon demand by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payableLender. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than that is not a Business Day, such the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time. Except as otherwise expressly provided herein, all payments to the Lender hereunder shall be made in Dollars in immediately available funds to the account or accounts of such parties designated in writing to the Borrower and from time to time for such purpose not later than 2:00 p.m. (Central Time) on the date specified herein. Payments received by the Lender after the applicable date and time set forth in this Section 2.4 shall be considered to have been made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (d) Unless Until the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment Loans are repaid in full, the Agent may assume that the Borrower has made such payment Loans shall accrue interest daily in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the product of (i) the Outstanding Loan Balance as of such day multiplied by (ii) a rate per annum equal to the Interest Rate. All computations of interest payable by the Borrower on the Loans shall be computed on the basis of a 360-day year consisting of twelve 30-day months (30/360). Interest shall accrue during each period during which interest is computed from and including the first day thereof to but excluding the last day thereof. Notwithstanding anything contained herein to the contrary, if, on any Payment Date, the Borrower shall have failed to pay any amount then of interest that is due and payable on such Lender. If date, such unpaid interest amount (the “Defaulted Interest Payment”) shall accrue interest at the Default Rate from such Payment Date to the date such Defaulted Interest Payment is paid in full; provided that the interest that accrues on the Defaulted Interest Payment shall not be due and payable until the next succeeding Payment Date. (e) All amounts paid pursuant to this Agreement shall be nonrefundable except to the extent payments exceed the Borrower Obligations under this Agreement and shall not have so made such payment be paid in full immediately available funds. (f) The Loans may be prepaid in part or in whole by the Borrower, on any Payment Date from any source of funds, at par, together with accrued interest on the portion of the Outstanding Loan Balance being prepaid to the Agent, each date of such prepayment. (g) Borrower will provide Lender shall repay five (5) Business Days’ written notice of any planned prepayment to the Agent forthwith on demand such amount distributed be made pursuant to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratethis Section 2.4.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's Account’s Account in same day funds, in each case in immediately available fundsand, solely for the purposes of the calculation and accrual of interest and fees pursuant to the provisions of the Loan Documents, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation under the Loan Documents then payable hereunder and under the Notes to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender, to Section 2.09, 2.12 or 8.04(c)) to the such Lenders for the account of their respective Domestic Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and like funds relating to (ii) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (ba) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. (cb) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be due on and made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beinterest. (dc) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes other Loan Documents not later than 1:00 P.M. 11:00 a.m. (New York City San Antonio, Texas time) on the day when due in Dollars same day funds to Agent, for the Ratable account of Banks unless otherwise specifically provided herein, at Agent’s office at San Antonio, Texas, ABA# ▇▇▇▇▇▇▇▇▇, Account Number GL# 160020, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇ ▇. ▇▇▇▇▇, Reference: Propel Financial Services, LLC (or to the attention of such other person as Agent at may from time to time specify). No later than the Agent's Accountend of each day when each payment hereunder is made, in Borrower shall notify ▇▇▇▇▇ ▇. ▇▇▇▇▇, or such other person or persons as Agent may from time to time specify. (b) Borrower hereby authorizes each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating Bank, if and to the extent payment is not made when due hereunder, to charge the amount so due against Borrower’s accounts with such Bank. Acceptance by Bank of principal or interest or fees ratably (other any payment in an amount less than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the full amount then due shall be deemed an acceptance on account of their respective Domestic Lending Officesonly, and like funds relating the failure to pay the payment entire amount then due may become an Event of Default. Borrower agrees that all payments of any other amount payable to obligation due hereunder shall be final, and if any Lender to such Lender for the account of its Domestic Lending Officepayment is recovered in any bankruptcy, in each case to insolvency or similar proceedings instituted by or against Borrower, all obligations due hereunder shall be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes automatically reinstated in respect of the interest assigned thereby obligation as to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselveswhich payment is so recovered. (bc) All computations of interest and of fees hereunder shall be made in good faith by on the Agent following basis: (i) for Prime Rate Advances, other than those based on the Federal Funds Rate, on the basis of a year of 365/366 day year, (ii) for Prime Rate Advances on a Federal Funds Effective Rate on a 360 days day year, and (iii) for LIBOR Rate Advances on a 360 day year, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees or interest is payable. All payments under the Loan Documents shall be made in United States dollars, and without setoff, counterclaim, or fees are payableother defense. (cd) Whenever any payment to be made hereunder or under the Notes any other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as if applicable. Notwithstanding the case may beforegoing, if any payment relating to a LIBOR Advance falls due on a day that is not a Business Day and no further Business Day occurs in that calendar month, then the due date thereof shall be the preceding Business Day. (de) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent is so made on such date and the Agent may, in reliance upon such assumption, cause make distributions to be distributed to each Lender on such due date an amount equal to the amount then due such LenderBanks. If and to the extent the Borrower shall not have so made such payment in full to the Agentfull, each Lender Bank shall repay to the Agent forthwith on demand such the applicable amount distributed to such Lender distributed, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, thereon at the Federal Funds Rate, from the date of distribution until the date of repayment.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. 3:00 p.m. (New York City time) on the day when due due, in Dollars Dollars, to the Administrative Agent at the Agent's Accountits address referred to in Section 11.8 (Notices, in each case Etc.) in immediately available fundsfunds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or principal, interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders Lenders, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Domestic Applicable Lending Offices; provided, and like funds relating to the payment of any other amount however, that amounts payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d2.15 (Capital Adequacy), from and after Section 2.16 (Taxes) or Section 2.14(c) (Increased Costs) or (d) (Illegality) shall be paid only to any affected Lender (or, if to the effective date specified in such Assignment and AcceptanceFronting Lender, only to the Agent shall make all payments hereunder and under the Notes in respect extent of the interest assigned thereby of the affected Tranche B Investor) and amounts payable with respect to Swing Loans shall be paid only to the Lender assignee thereunder, and Swing Loan Lender. Payments received by the parties Administrative Agent after 3:00 p.m. (New York time) shall be deemed to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesbe received on the next Business Day. (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (e) Subject to the provisions of clause (f) below (and except as otherwise provided in Section 2.9 (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable, and third, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender's Ratable Portion of the Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions. (f) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, during such time, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall, deliver a Blockage Notice to each Deposit Account Bank and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order: First, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; Second, to pay interest on and then principal of any Swing Loan; Third, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the Administrative Agent; Fourth, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the Lenders and the Issuers; Fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; Sixth, to pay interest then due and payable in respect of the Revolving Loans (ratably to the aggregate principal amount of such Revolving Loans) and Reimbursement Obligations; Seventh, to pay or prepay principal amounts on the Revolving Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Revolving Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and Eighth, to the ratable payment of all other Obligations; 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 first through eighth above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth above may at any time and from time to time be changed by the Federal Funds Rateagreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses first through fifth above may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders. (g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans and Protective Advances may be paid from the proceeds of Swing

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes any instrument delivered hereunder not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in Dollars lawful money of the United States (in freely transferable dollars) to the Agent at its offices at 200 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ the Agent's Accountaccount of the Lenders, in each case in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders shall distribute any such payments received by it for the account of their respective Domestic Lending Officesany other person to the appropriate recipient promptly following receipt thereof. The Agent may charge, when due and payable, any of the Borrower's accounts with the Agent (including, without limitation, the Borrower's revolving credit loan account) with the Agent for all interest, principal and Revolving Credit Commitment Fees or other fees owing to the Agent or the Lenders on or with respect to this Agreement and/or the Loans and other Loan Documents. If at any time there is not sufficient availability to cover any of the payments referred to in the prior sentence, and like funds relating in any event upon the occurrence of any Default, the Borrower shall make any such payments upon demand. (a) If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from the Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender without setoff, counterclaim or deduction of any kind. If Agent determines at any time that any amount received by Agent under this Agreement must be returned to the payment of Borrower or paid to any other amount payable person pursuant to any Lender to such Lender for the account of its Domestic Lending Officesolvency law or otherwise, in each case to be applied in accordance with the terms then, notwithstanding any other term or condition of this Agreement, Agent will not be required to distribute any portion thereof to any Lender. Upon its acceptance In addition, each Lender will repay to Agent on demand any portion of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant such amount that Agent has distributed to Section 8.07(d)such Lender, from and after the effective date specified in together with interest at such Assignment and Acceptancerate, the if any, as Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby is required to pay to the Lender assignee thereunderBorrower or such other person, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselveswithout setoff, counterclaim or deduction of any kind. (b) All computations The outstanding principal balance of interest Tranche A and Tranche B Revolving Credit Loans may fluctuate from day to day, through Agent's disbursement of fees shall funds to, and receipt of funds from the Borrower. In order to minimize the frequency of transfers of funds between Agent and each Lender, Tranche A Revolving Credit Loans and payments may be made in good faith settled according to the following procedures. On the third Business Day of each week, or more frequently (including daily), if Agent so elects (each such day being a "Settlement Date"), Agent will advise each Lender by telephone, telex or telecopy of the Agent amount of each such Lender's actual dollar investment and its ratable portion (based on its Tranche A Revolving Credit Commitment) of the outstanding principal balance of Tranche A Revolving Credit Loans as of the close of business on the basis third Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of a year of 360 days for the such Lender's actual number of days (including the first day but excluding the last day) occurring dollar investment in the period for outstanding principal balance of Tranche A Revolving Credit Loans to such Lender's ratable portion (based on its Tranche A Revolving Credit Commitment) of the outstanding principal balance of Tranche A Revolving Credit Loans as of any Settlement Date (based on the outstanding balances as of the close of business on the third Business Day immediately preceding such Settlement Date), the party from which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due will pay the other, in immediately available funds, by wire transfer to the Lenders hereunder other's account not later than 2:00 p.m. (New York time) on the Settlement Date. Notwithstanding the foregoing, if Agent so elects, Agent may require that each Lender make its ratable portion (based on its Tranche A Revolving Credit Commitment) of any requested Tranche A Revolving Credit Loan available to Agent for disbursement on the date of funding applicable to such Tranche A Revolving Credit Loan in accordance with Sections 2.02(d) and 2.03 hereof. Notwithstanding these procedures, each Lender's obligation to fund its portion of each Tranche A Revolving Credit Loan made by Agent to Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent commence on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount advance is distributed to such Lender until the date such Lender repays such amount to the made by Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes hereunder, without counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or ticking fees ratably (other than amounts payable pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) to the Appropriate Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of ticking fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or ticking fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or ticking fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders or the Appropriate Lenders (as applicable) hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender or each Appropriate Lender (as applicable) on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each such Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Account Parties (and RenRe, as applicable) shall make each payment hereunder and under the Notes irrespective of any right of counterclaim, defense, recoupment or set-off, not later than 1:00 P.M. (New York City time) 11:00 A.M. on the day when due due, in Dollars Dollars, to the Administrative Agent at in same day funds, with payments being received by the Agent's AccountAdministrative Agent after such time being deemed to have been received on the next succeeding Business Day. Subject to Section 2.11, in each case in immediately available funds. The the Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by such Account Party is in respect of principal, interest, commitment fees or any other amount then payable hereunder to the payment of principal or interest or fees ratably (other more than amounts payable pursuant one Lender, to Section 2.09, 2.12 or 8.04(c)) to the such Lenders for the account of their respective Domestic Lending Offices, Offices ratably in accordance with the amounts of such respective amount then payable to such Lenders and like funds relating to the (ii) if such payment by such Account Party is in respect of any other amount then payable hereunder to any Lender one Lender, to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.5(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Without limiting any other obligations of each Account Party hereunder, each Account Party hereby agrees to indemnify each applicable Issuing Bank in respect of each Letter of Credit denominated in an Alternative Currency for any and all costs, expenses and losses incurred by such Issuing Bank as a result of receiving payment or reimbursement thereunder from any Person in the event that any payment is accepted in a currency other than Dollars. Any such amount payable to any Issuing Bank shall be payable within 10 Business Days after demand and submission by such Issuing Bank of satisfactory evidence reflecting the calculation of such amount, which shall be conclusive absent manifest error. (b) All computations of interest on Letter of Credit Advances (and any other amount payable by reference to the Base Rate) when the Base Rate is determined by reference to ▇▇▇▇▇ Fargo’s prime rate shall be made by the Administrative Agent on the basis of a year of 365 or, if applicable, 366 days; all other computations of interest and fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days. All such computations shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or feecommission, as the case may be. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) Unless changed in accordance herewith, the “Payment Date” shall be the first (1st) day of each calendar month prior to the Maturity Date, beginning with the first full calendar month after the Closing Date. (b) On each Payment Date, Borrower shall pay to Lender all interest having accrued hereunder during the immediately preceding Interest Period. Notwithstanding the foregoing, if interest for the first Interest Period shall have been paid in full in advance at the Closing, then no payment shall be due on the Payment Date in the first full calendar month thereafter. In addition to payments of interest as required herein, Borrower shall repay principal to Lender monthly in an amount equal to $62,500 commencing on the Payment Date in the thirteenth full calendar month after the Closing Date, and continuing on each Payment Datethereafter until the Maturity Date. The amounts of such principal payments shall not be affected by changes in the Note Rate nor by partial prepayments. (c) The Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 3:00 P.M. (New York City time) on the day when due in Dollars to the Agent Lender at the Agent's Account, in each case Lender’s Account in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (bd) The Borrower hereby authorizes Lender, if and to the extent payment owed to Lender is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with Lender any amount so due. (e) All computations of interest and of fees hereunder shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cf) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be. (d) Unless ; provided, however , that, if such extension would cause payment of interest on the Agent shall have received notice from Loan to be made in the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make next following calendar month, such payment in full, shall be made on the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rateimmediately preceding Business Day.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due due, in Dollars Dollars, to the Administrative Agent at the Agent's Account, its address referred to in each case Section 13.8 in immediately available fundsfunds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Domestic Applicable Lending Offices; provided, and like funds relating to the payment of any other amount however, that amounts payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d2.14(c), from and after the effective date specified in such Assignment and Acceptance2.14(e), the Agent 2.15 or 2.16 shall make all payments hereunder and under the Notes in respect of the interest assigned thereby be paid only to the affected Lender assignee thereunder, or Lenders and amounts payable with respect to Swing Loans shall be paid only to the parties Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesbe received on the next succeeding Business Day. (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If and to the extent any payment owed to the Administrative Agent or any Lender is not made when due, each Loan Party hereby authorizes the Administrative Agent and such Lender, subject to any notice period provided in the Orders, to setoff and charge any amount so due against any deposit account maintained by such Loan Party with the Administrative Agent or such Lender, whether or not the deposit therein is then due. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Tranche A Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (f) Subject to the provisions of clauses (g) and (h) of this Section 2.13 (and except as otherwise provided in Section 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any other Loan Party shall be applied first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; second, to pay all other Obligations then due and payable; and third, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender's Ratable Portion of such Loans; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and the Issuers as are entitled thereto, and, if to the Lenders, in proportion to their respective Ratable Portions. (g) After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Tranche A Collateral, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on deposit in any Tranche A Cash Collateral Account and all other proceeds of Tranche A Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Tranche A Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay Obligations in respect of any expense reimbursements including fees and expenses in respect of cash management services or indemnities then due the Administrative Agent; (iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Tranche A Lenders and the Issuers; (v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Tranche A Lenders and the Issuers; (vi) sixth, to pay interest then due and payable in respect of the Tranche A Loans and Reimbursement Obligations; (vii) seventh, to pay or prepay principal payments on the Tranche A Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3, ratably to the aggregate principal amount of such Tranche A Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and (viii) eighth, to the ratable payment of all other Tranche A Obligations; and (ix) ninth, to pay all other Obligations in accordance with clause (h) below; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Tranche A Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through ninth of this Section 2.13(g) may at any time and from time to time be changed by the Federal Funds Rateagreement of the Requisite Tranche A Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Tranche A Lender or an Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this Section 2.13(g) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Tranche A Lenders. (h) After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Tranche B Collateral, and agrees that the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on deposit in any Tranche B Cash Collateral Account and all other proceeds of Tranche B Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Tranche B Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent; (iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Tranche B Lenders; (iv) fourth, to pay Obligations in respect of any fees then due to the Administrative Agent and the Tranche B Lenders; (v) fifth, to pay interest then due and payable in respect of the Tranche B Loans; (vi) sixth, to pay or prepay principal payments on the Tranche B Loans ratably to the aggregate principal amount of such Tranche B Loans; and (vii) seventh, to the ratable payment of all other Tranche B Obligations; and (viii) eighth, to pay all other Obligations in accordance with clause (g) above; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through seventh, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Tranche B Lender's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this Section 2.13(h) may at any time and from time to time be changed by the agreement of the Requisite Tranche B Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Tranche B Lender, or any other Person. The order of priority set forth in clauses first through fourth of this Section 2.13(h) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Tranche B Lenders. (i) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans may be paid from the proceeds of Swing

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes hereunder, without counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) to the Appropriate Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of commitment fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders or the Appropriate Lenders (as applicable) hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender or each Appropriate Lender (as applicable) on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each such Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account’s Account in same day funds, without set-off, counterclaim or deduction, in each case in immediately available fundsas expressly provided herein. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees or utilization fees ratably (other than amounts payable pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)2.16) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Effective Rate and of facility fees and utilization fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, facility fees or utilization fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent error in the calculation of such interest rate. (c) Whenever Except as otherwise set forth herein, whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, facility fee or utilization fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrower will not make such payment in fullpayment, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Lenders the amount then due due. In such Lender. If and to the extent event, if the Borrower shall has not have so in fact made such payment in full payment, then each of the Lenders severally agrees to the Agent, each Lender shall repay to the Agent forthwith on demand such the amount so distributed to such Lender together Lender, with interest thereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date such Lender repays such amount of payment to the Agent, at the greater of the Federal Funds RateEffective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes each Note not later than 1:00 P.M. 11:00 a.m. (New York City time) on the day when due in United States Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such applicable Lender for the account of its Domestic such Lender's Lending OfficeOffice or to the Administrative Agent, as the case may be, in each case to be applied in accordance with the terms of this Agreement. Upon its the acceptance by the Administrative Agent of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent Borrowers shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate or fee hereunder and under the Notes shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such each case be included in the computation of payment of interest or any fee, as the case may be; provided, however, that if such extension would cause the payment of interest on or principal of the Loan to be made in the next following calendar month during such time as the Loan shall be bearing interest based on the LIBO Rate, such payment shall be made on the next preceding Business Day. (d) Unless To the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in fullfullest extent permitted by law, the Agent Borrowers shall make all payments hereunder and under the Notes regardless of any defense or counterclaim, including, without limitation, any defense or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any Governmental Authority and which may assume that adversely affect the Borrower has made Borrowers' obligation to make, or the right of the holder of any Note, as the case may be, to receive, such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratepayments.

Payments and Computations. (aA) The Borrower (through the Paying Agent pursuant to Section 2.7(B) or 2.7(C) and as otherwise permitted in this Agreement) shall make each payment and prepayment hereunder and under the Notes Advances in respect of principal, interest, expenses, indemnities, fees or other Obligations due from the Borrower not later than 1:00 4:00 P.M. (New York City time) on the day when due in U.S. Dollars to the related Funding Agent at the Agent's Account, its address referred to in each case Section 10.3 or to such account provided by such Funding Agent in immediately available available, same-day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment , and without setoff, counterclaim or other deduction of principal or interest or fees ratably any nature (other than amounts payable pursuant with respect to Taxes subject to Section 2.09, 2.12 or 8.04(c2.15)) to . Payments on Obligations may also be made by the Lenders for the account application of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Collection Account or the Takeout Transaction Account as provided in Section 8.07(d2.7(B) or 2.7(C), from and after as applicable, or the effective date specified making of additional Advances as provided in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Section 2.4. All computations of interest and of fees for Advances made under the Base Rate shall be made in good faith by the applicable Funding Agent (which shall provide the Borrower with the related invoice 109090915.7 -15- setting forth such amounts) on the basis of a year of 360 365 or 366 days, as the case may be, and actual days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or is payable. All other computations of fees are payable. (c) Whenever any payment and interest provided hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, basis of a 360-day year and such extension of time shall in such case be included actual days elapsed (including the first day but excluding the last day) occurring in the computation period for which such interest is payable. Each determination by a Funding Agent of payment of an interest or feerate hereunder shall be conclusive and binding for all purposes, as the case may beabsent manifest error. (dB) Unless All payments to be made in respect of fees, if any, due to the Administrative Agent shall have received notice from the Borrower prior to hereunder shall be made on the date on when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without setoff, counterclaim or other deduction of any payment is due nature (other than with respect to the Lenders hereunder that the Taxes subject to Section 2.15), and an action therefor shall immediately accrue. The Borrower will not make such payment in fullagrees that, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent there are insufficient funds in the Administrative Agent’s Account, to make any payment under this clause (B) when due, the Borrower shall not have so made such payment in full immediately pay to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rateall amounts due that remain unpaid.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes hereunder, without counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility and utilization fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Each payment made by or on behalf of Borrower or Co-Borrower (including fees and expenses) shall make each payment hereunder and under the Notes be made in Dollars not later than 1:00 P.M. p.m. (New York City time) on the day when due in Dollars to the Administrative Agent at the Agent's Account, its address referred to in each case SECTION 11.8(A) in immediately available fundsfunds without setoff or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or principal, interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Domestic Applicable Lending Offices; PROVIDED, and like funds relating HOWEVER, that amounts payable pursuant to SECTION 2.14(D), SECTION 2.15, SECTION 2.16 or SECTION 2.17 shall be paid only to the payment of any other amount affected Lender or Lenders and amounts payable with respect to any Lender Swing Loans shall be paid only to such Lender for the account of its Domestic Lending Office, in each case Swing Loan Lender. Payments received by the Administrative Agent after 1:00 p.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext Business Day. (b) All computations of interest and on Base Rate Loans (except where the Base Rate is calculated using clause (b) of fees the definition thereof) shall be made in good faith by the Administrative Agent on the basis of a year of 360 365 or, as applicable, 366 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or and fees are payable. All other computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of a rate of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by or on behalf of Co-Borrower and/or Borrower of any Loan or Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in Dollars. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; PROVIDED, HOWEVER, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans or any Tranche of Term Loans shall be applied as follows: FIRST, to repay such Loans outstanding as Base Rate Loans and THEN, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (de) Unless the Administrative Agent shall have received notice from Borrower or Co-Borrower to the Borrower Lenders prior to the date on which any payment is due to the Lenders hereunder that Borrower or Co-Borrower, as the Borrower case may be, will not make such payment in fullfull (and the Administrative Agent has not received any notice that such payment shall be made in full by another Loan Party on behalf of Borrower or Co-Borrower), the Administrative Agent may assume that Borrower or Co-Borrower, as the Borrower case may be, has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that Borrower or Co-Borrower, as the Borrower case may be, shall not have so made (and no Loan Party shall have made on behalf of Borrower or Co-Borrower) such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon (at the Federal Funds Rate for the first Business Day and, thereafter, at the rate applicable to Base Rate Loans for the applicable Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (f) Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with clause (c) or (e) of SECTION 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of Borrower or Co-Borrower shall be applied as follows: FIRST, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or Borrower or Co-Borrower (or any Loan Party on behalf of Borrower or Co-Borrower), SECOND, to pay all other Obligations then due and payable; and THIRD, as Borrower or Co-Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender's Ratable Portion of the Revolving Credit Commitments; payments in respect of any Tranche of Term Loans received by the Administrative Agent shall be distributed to each Term Loan Lender in such Tranche in accordance with such Lender's Ratable Portion of such Tranche; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions in the Facility with respect to which such payment is made. (g) Borrower and Co-Borrower hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of clause (c) or (e) of SECTION 2.9 and clause (f) above, the Administrative Agent and/or Collateral Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to SECTION 9.2, shall, deliver a blockage notice to each Deposit Account Bank for each Approved Deposit Account and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the order set forth in the Pledge and Security Agreement. (h) The Administrative Agent hereby agrees to deliver to each other Agent, at promptly upon receipt thereof by the Federal Funds RateAdministrative Agent, all notices and information furnished to the Administrative Agent in connection with any Permitted Acquisition pursuant to the definition of Permitted Acquisition.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. p.m. (New York City time) on the day when due due, in Dollars Dollars, to the Administrative Agent at the Agent's Account, its address referred to in each case Section 10.8 in immediately available fundsfunds without deduction, set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.12, as applicable, for the account of their respective Domestic Applicable Lending Offices; provided, and like funds relating to the payment of any other amount however, that amounts payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d2.13(c), from and after the effective date specified in such Assignment and AcceptanceSection 2.13(e), the Agent Section 2.14 or Section 2.15 shall make all payments hereunder and under the Notes in respect of the interest assigned thereby be paid only to the affected Lender assignee thereunder, or Lenders and amounts payable with respect to Swing Loans shall be paid only to the parties Swing Loan Lender. Payments received by the Administrative Agent after 1:00 p.m. (New York City time) shall be deemed to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesbe received on the next Business Day. (b) All computations of interest and of fees based on the Base Rate shall be made in good faith by the Administrative Agent on the basis of a year of 365/366 days, as the case may be, and all computations of all other interest and all fees shall be made by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Administrative Borrower to the Lenders prior to the date on which any payment is due to the Lenders hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower Borrowers shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (e) Subject to the provisions of Section 2.12(f) (and except as otherwise provided in Section 2.8), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of and interest on any portion of the Loans that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Obligations then due and payable, and third, as the Administrative Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto, and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions. (f) During the continuance of an Event of Default, the Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and agrees that, notwithstanding the provisions of clause (e) above, the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 8.2, apply all payments (subject in any event to the restrictions set forth in Section 8.3 in respect of the application of amounts funded to a cash collateral account in respect of outstanding Letter of Credit Obligations) in respect of any Obligations and all funds on deposit in any cash collateral account in the following order (after first paying all expenses incurred by the Administrative Agent in the performance of its duties and in the enforcement of the rights of the Lenders and the Issuers under the Loan Documents, including, without limitation, all costs and expenses of collection, reasonable attorneys’ fees (including all allocated costs of internal counsel) and other professional fees, court costs and other amounts in respect of expense reimbursement and indemnities then due the Administrative Agent in connection therewith): (i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowers; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay Obligations in respect of any other expense reimbursements or indemnities then due the Administrative Agent; (iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (vi) sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (vii) seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 8.3, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and (viii) eighth, to the ratable payment of all other Obligations; 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 first through eighth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this clause (f) may at any time and from time to time be changed by the Federal Funds Rateagreement of all Lenders without necessity of notice to or consent of or approval by any Borrower or any other Person. The order of priority set forth in clauses first through fifth of this clause (f) may be changed only with the prior written consent of the Administrative Agent in addition to all Lenders. (g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans may be paid from the proceeds of Swing

Payments and Computations. (a) The Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and under the Notes other amounts relating to, Advances denominated in an Alternative Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at in same day funds by deposit of such funds to the Agent's Account, account maintained at the Payment Office for Dollars in each case in immediately available fundsNew York City. The Agent will promptly thereafter cause Borrower shall make each payment hereunder with respect to be distributed like funds principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency not later than 11:00 A.M. (at the payment of principal or interest or fees ratably Payment Office for such Alternative Currency) on the day when due in such Alternative (other than amounts payable pursuant to Section 2.09b) The Borrower hereby authorizes each Lender, 2.12 or 8.04(c)) if and to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the extent payment of any other amount payable to any Lender owed to such Lender for the account of its Domestic Lending Officeis not made when due hereunder, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording charge from time to time against any or all of the information contained therein in Borrower's accounts with such Lender any amount so due. Each such Lender shall promptly notify the Register pursuant Borrower of any such action, provided however, that failure to Section 8.07(d), from and after so notify shall not affect the effective date specified in validity of such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesaction. (bc) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) In determining the duration of Interest Periods under this Agreement, (i) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration, (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall occur on the next succeeding Business Day, provided, that if such extension of time would cause the last day of any Eurocurrency Interest Period to occur in the next following calendar month, such last day shall occur on the next preceding Business Day, and (iii) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date. (e) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be. (d) Unless , provided, that, if such extension would cause payment of interest on or principal of Eurocurrency Advances to be made in the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make next following calendar month, such payment in full, shall be made on the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Ratenext preceding Business Day.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due due, in Dollars Dollars, to the Agent at the Agent's AccountCitibank, in each case N.A., ABA #021000089, Account No. 3041-9849, Account Name: Project Finance, Ref: ▇▇▇▇▇▇▇ West Airlines in immediately available fundsfunds without set-off or counterclaim. All payments in respect of any Obligations shall at all times be made to the Agent, whether or not a demand shall have been made or paid under the Board Guarantee. The Agent will promptly thereafter cause all such payments received by it to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied Person entitled thereto in accordance with the terms priorities of payment set forth below in clause (d) or (e) of this AgreementSection 2.9 or both, as applicable. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, Payments received by the Agent after 12:00 noon (New York City time) shall make all payments hereunder and under be deemed to be received on the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.next Business Day. ***Confidential Treatment Requested (b) All computations of interest and of fees shall be made in good faith Each determination by the Agent on the basis of a year of 360 days an interest rate hereunder shall be conclusive and binding for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payableall purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be. (d) Unless So long as no Event of Default under any of Sections 7.1(a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) and (g) has occurred and is continuing or would result therefrom, the Agent shall have received notice from apply all payments in respect of any Obligations in the Borrower prior following order: (i) first, to the date on which pay any payment is fees then due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full and payable under Section 2.8(d) and (e) hereof to the Agent on such date and the Agent mayLoan Administrator, as the case may be, on a pro rata basis; (ii) second, to pay interest then due and payable in reliance upon such assumptionrespect of the Loan to the Lenders, cause to on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guarantee, the Guaranteed Percentage thereof shall be distributed to each Lender on such due date an amount equal the Board and the Non-Guaranteed Percentage thereof shall be distributed to the amount Lenders, on a pro rata basis); (iii) third, to pay principal then due such Lender. If and payable on the Loan to the extent Lenders, on a pro rata basis (it being understood that following the Borrower shall not have so made such Board's honoring of a demand for payment in full accordance with the Board Guarantee, the Guaranteed Percentage thereof shall be distributed to the Board and the Non-Guaranteed Percentage thereof shall be distributed to the Lenders, on a pro rata basis); (iv) fourth, to pay any fees then due and payable under Section 2.8(f), (g), (h) and (i) hereof to the Board, the Counter-Guarantors and the Initial Lender, as the case may be, on a pro rata basis; and (v) fifth, to pay any other Obligations then due and payable to the Agent, each Lender the Loan Administrator, the Board, the Counter-Guarantors and the Lenders, on a pro rata basis. Notwithstanding the foregoing, to the extent that any amounts received by the Agent constitutes interest accrued on any overdue principal of or interest on the Loan in excess of the interest that would have accrued thereon at the Applicable Rate, the Guaranteed Percentage of so much of such amount, if any, as exceeds the interest that would have so accrued at the Applicable Rate shall repay be distributed to the Board under clause (ii) above and the balance shall be distributed to the Lenders under clause (ii) above. (e) After the occurrence and during the continuance of an Event of Default under any of Sections 7.1(a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) and (g), the Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to pay Obligations in respect of any expenses, fees (other than any fees payable under clause (v) below), indemnities or other sums owing hereunder not referred to in clauses (ii) through (iv) below then due to the Agent forthwith and the Loan Administrator, on a pro rata basis; (ii) second, to pay Obligations in respect of any expenses, fees (other than any fees payable under clause (v) below), indemnities or other sums owing hereunder not referred to in clauses (iii) and (iv) below then due to the Board, the Lenders and the Counter-Guarantors, on a pro rata basis; (iii) third, to pay interest then due and payable in respect of the Loan to the Lenders, on a pro rata basis (it being understood that following the Board's honoring of a demand such amount for payment in accordance with the Board Guarantee, the Guaranteed Percentage thereof shall be distributed to such Lender together with interest thereon, for each day from the date such amount is Board and the Non-Guaranteed Percentage thereof shall be distributed to such Lender until the date such Lender repays such amount Lenders, on a pro rata basis); (iv) fourth, to pay or prepay principal payments on the Loan to the AgentLenders, on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guarantee, the Guaranteed Percentage thereof shall be distributed to the Board and the Non-Guaranteed Percentage thereof shall be distributed to the Lenders, on a pro rata basis); and (v) fifth, to pay any fees payable under Section 2.8(f), (g), (h) and (i) hereof to the Board, the Counter-Guarantors and the Initial Lender, as the case may be, on a pro rata basis. Notwithstanding the foregoing, to the extent that any amounts received by the Agent constitutes interest accrued on any overdue principal of or interest on the Loan in excess of the interest that would have accrued thereon at the Federal Funds Applicable Rate, the Guaranteed Percentage of so much of such amount, if any, as exceeds the interest that would have so accrued at the Applicable Rate shall be distributed to the Board under clause (iii) above and the balance shall be distributed to the Lenders under clause (iii) above. (f) Upon the assignment to the Board of any Lender's right, title and interest in and to its pro rata portion of the Guaranteed Percentage of the principal of and interest on the Loan in accordance with the Board Guarantee, the Board shall have the rights and privileges of a Lender with respect to such payment (to the extent of the interests in the Loan so assigned to the Board). Any statute or judicial decision to the contrary notwithstanding, no payment by the Board or any Counter-Guarantor to the Agent or any Lender under the Board Guarantee or any Counter-Guarantee, as the case may be, shall reduce, discharge, satisfy, modify or terminate the corresponding payment or any other obligation of Borrower under this Agreement or the Note, which shall remain in full force and effect.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City time) on the day when due due, without setoff or counterclaim, in Dollars to the Agent at the applicable Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c8.04(d)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes the Agent, if and to the extent payment owed to any Lender is not made when due hereunder or under any Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with the Agent any amount so due. (c) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the any Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefacility fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (New York City time) on the day when due in Dollars (or, in the case of reimbursement of a draft drawn under a Letter of Credit, in accordance with and in the currency required under Section 2.03(c)) to the Agent at the applicable Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or fees commissions ratably (other than amounts payable pursuant to Section 2.092.04(b)(ii), 2.12 2.04(c), 2.11, 2.14 or 8.04(c)9.04) to the applicable Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder [[3666665]] and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (a) [Reserved.] (b) All computations of interest based on Citibank’s base rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate, the Federal Funds Rate or One Month LIBOR and of fees and Letter of Credit fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, fees or fees commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest interest, fee or feecommission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders any Lender hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each applicable Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes to the Administrative Agent at the Administrative Agent's Account without set-off or counterclaim, not later than 1:00 P.M. (12:00 noon New York City time) time on the day when due in Dollars date of such payment (each such payment made after such time on such date to be deemed to have been made on the Agent at the Agent's Account, in each case in immediately available fundsnext Business Day). The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.092.14, 2.12 2.16 or 8.04(c10.04(b)) to the Lenders for the account of their respective Domestic Lending OfficesLenders, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending OfficeLender, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d10.06(e), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance (which shall not include the Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest hereunder and of the fees payable under Section 2.05(a) shall be made in good faith by the Agent computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day) occurring in ). The applicable Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the period for which Administrative Agent, and such interest or fees are payabledetermination shall be conclusive absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day; provided that, and if such extension of time shall in such case be included in the computation of would cause payment of interest on or feeprincipal of Eurodollar Loans to be made in the next following calendar month, as such payment shall be made on the case may benext preceding Business Day. (d) All amounts payable under this Agreement shall be paid in U.S. Dollars. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes hereunder, without counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account, ’s Account in each case in immediately available same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees commitment fee ratably (other than amounts payable pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees based on the Base Rate shall be made in good faith by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and commitment fee shall be made by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are commitment fee is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each such Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and due under the Notes or otherwise due hereunder not later than 1:00 P.M. 12:00 p.m. (New York City timeEastern Time) on the day when due in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Any such payment received later than 12:00 p.m. (Eastern Time) shall be deemed received by the Agent on the following Business Day. In the event any such payment is received by the Agent not later than 12:00 p.m. (Eastern Time), the Agent will promptly thereafter on the date such payment is received cause to be distributed like funds relating ratably to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending OfficeBanks, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of If any such payment is received by the information contained therein in the Register pursuant to Section 8.07(dAgent after 12:00 p.m. (Eastern Time), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under will thereafter on the Notes in respect of the interest assigned thereby following Business Day cause to be distributed like funds ratably to the Lender assignee thereunderBanks, and in each case to be applied in accordance with the parties terms of this Agreement. In the event the Agent does not so distribute such funds to the Banks, it shall pay interest thereon, for each day from the Business Day following the date such Assignment and Acceptance shall make all appropriate adjustments in amount is payable to the Banks to the date the Agent repays such payments for periods prior amount to such effective date directly between themselvesthe Banks, at the Federal Funds Rate. (b) All computations of interest and of fees shall be made in good faith If the Agent receives funds for application to the Advances under circumstances for which the Loan Documents or the Borrowers (to the extent permitted by the Loan Documents) do not specify the Advances to which, or the manner in which, such funds are to be applied, the Agent on shall distribute such funds for application to the basis Advances to each Bank ratably in accordance with such Bank's Pro Rata Portion of a year all outstanding Advances, in repayment or prepayment of 360 days such of the outstanding Advances of such Bank, and for the actual number of days (including the first day but excluding the last day) occurring in the period for which application to such interest principal installments or fees are payableinterest. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (d) Unless the Agent shall have received notice from the Borrower Borrowers prior to the date on which any payment is due to the Lenders any Banks hereunder that the Borrower Borrowers will not make such payment in full, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date and the date. The Agent may, in reliance upon such assumption, cause to be distributed to each Lender Bank on such the Business Day following the date when due date an amount equal to the amount then due to such LenderBank. If and to the extent the Borrower Borrowers shall not have so made such payment in full to the Agent, each Lender such Bank shall repay to the Agent forthwith on demand such amount distributed to such Lender Bank together with interest thereon, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent, at the Federal Funds Rate. (d) Each payment and prepayment by the Borrowers of principal or interest shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debt. If any installment of principal or interest becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day (except as otherwise provided with respect to LIBOR Advances in the definition of "Interest Period"), and, in the case of principal, interest shall be payable during the extension at the applicable interest rate. (e) Unless otherwise specified herein, or unless otherwise determined by the Required Banks in their sole discretion, all payments (other than prepayments) of a particular Advance shall be applied pro rata among the Banks first to interest and lawful charges then accrued and then to principal. The Borrowers shall, at the time of making payments of Advances, specify to the Agent (which shall so notify the Banks) of the Advances to be paid. (f) Each Borrower hereby authorizes the Agent and each Bank, if and to the extent that any payments owed hereunder are not made when due, to charge such payments from time to time against any or all of such Borrower's accounts with the Agent or the Bank, in which event the Agent or the Bank will give prompt notice to such Borrower of such charge; provided, however, that the failure to give such notice shall not affect the validity of such charge. Any such Bank will give notice to the Agent thereof. (g) Interest and any fees hereunder shall be computed on the basis of a year of 360 days for LIBOR Rate calculations and fees and 365/366 days for Prime Rate calculations, but charged for the actual number of days elapsed. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (h) Notwithstanding anything contained herein to the contrary, in no event shall any interest rate provided for herein exceed the maximum rate of interest allowed by applicable law, as amended from time to time. Neither the Banks nor the Agent intend to charge any amount of interest or other fees or charges in the nature of interest that exceeds the maximum amount allowed by applicable law. If any payment of interest or in the nature of interest would cause the foregoing interest rate limitation to be exceeded, then such excess payment shall be credited as a payment of principal, unless the Borrowers notify the Agent in writing that the excess payment must be returned to the Borrowers, together with interest at the rate specified in Section 687.04(2), Florida Statutes, or any successor statute.

Payments and Computations. (a) The Borrower shall make each payment hereunder Except as provided in paragraph (c) of this Section, and as otherwise specifically provided herein, all payments under this Agreement or under the Notes Note shall be made to the Lender not later than 1:00 P.M. 2:00 p.m. (New York City time) on the day date when due and shall be made in Dollars to the Agent at the Agent's Account, in each case in immediately available funds. The Agent will promptly thereafter cause funds at a bank account to be distributed like funds relating to designated by the payment Lender without setoff or counterclaim. Each repayment of principal or hereunder shall be accompanied by accrued and unpaid interest or fees ratably on the amount thereof from the date on which interest was last paid. Any payments under this Agreement that are made later than 2:00 p.m. (other than amounts payable pursuant New York City time) on any day shall be deemed to Section 2.09, 2.12 or 8.04(c)) to have been made on the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext succeeding Business Day. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (c) Whenever any payment hereunder or under the Notes shall be stated to Note would be due on a day other than a Business Day, such payment due date shall be made on extended to the next succeeding Business Day, and any such extension of time such due date shall in such case be included in the computation of payment of interest or fee, as the case may beinterest. (dc) Unless Each of the Agent Borrowers acknowledges that the Lender shall have received notice the right under this Agreement and under the Factoring Agreement to charge (i) any and all payments of principal or interest or both due under this Agreement and the Note and (ii) any and all Fees, costs and expenses payable or reimbursable to the Lender pursuant to this Agreement or any other Facility Document, to the account of any of the Borrowers under the Factoring Agreement as the Lender shall determine, and each of the Borrowers hereby expressly and irrevocably authorizes the Lender to so charge such account at any time such amounts are payable or reimbursable from time to time in the Lender’s sole and absolute discretion. In the event the Lender determines not to charge any interest or principal payment against the account of any Borrower under the Factoring Agreement, the Lender shall notify the Borrowers of such determination not less than one (1) Business Day prior to the due date on of such payment, in which any case such payment is due to the Lenders hereunder that shall be made by the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment manner provided in full to the Agent on such date Sections 2.08(a) and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate(b).

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 1:00 12:00 P.M. (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Agent's Account, its address referred to in each case Section 8.02 in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or fees Facility Fee ratably (other than amounts payable pursuant to Section 2.092.02(c), 2.12 2.12, 2.15 or 8.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of fees based on ▇▇▇▇▇ Fargo’s Prime Rate shall be made in good faith by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. All other computations of interest and fees shall be made on the basis of a year of 360 days days, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are fee is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to would be due on a day other than a Business Day, such payment due date shall be made on extended to the next succeeding Business Day, and any such extension of time such due date shall in such case be included in the computation of 7552140v7 19897.00013 payment of interest or feefees, as the case may be; provided that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent's Account, Account in each case in immediately available fundssame day funds without counterclaim or set-off. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees shall be made in good faith by the Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate. (e) Whenever any payment received by the Agent under this Agreement or any of the other Financing Documents is insufficient to pay in full all amounts due and payable to the Agent and the Lenders under or in respect of this Agreement and the other Financing Documents on any date, such payment shall be distributed by the Agent and applied by the Agent and the Lenders in the following order of priority: (i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agent (solely in its capacity as Agent) under or in respect of this Agreement and the other Financing Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agent on such date; (ii) second, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04 hereof, and any similar section of any of the other Financing Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iii) third, to the payment of all of the amounts that are due and payable to the Agent and the Lenders under Sections 2.09 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Agent and the Lenders on such date; (iv) fourth, to the payment of all of the fees that are due and payable to the Revolving Credit Lenders under Section 2.03(a) on such date, ratably based upon the respective aggregate Revolving Credit Commitments of the Revolving Credit Lenders under the Revolving Credit Facility on such date; (v) fifth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Financing Documents that is due and payable to the Agent and the Lenders under Section 2.06(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Agent and the Lenders on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Agent and the Lenders under Section 2.06(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Agent and the Lender on such date; (vii) seventh, to the payment of the principal amount of all of the outstanding Advances that is due and payable to the Agent and the Lenders on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Agent and the Lenders on such date; and (viii) eighth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Financing Documents that are due and payable to the Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agent and the other Secured Parties on such date. (f) The Borrower hereby authorizes each Lender and each of its Affiliates, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower's accounts with such Lender or such Affiliate any amount so due.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City timeAtlantic Standard Time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's Account, Account in each case in immediately available same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 2.11 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate, LIBOR Rate and of facility fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent error in the calculation of such interest rate. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of LIBOR Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date time on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including fees and under the Notes expenses) not later than 1:00 P.M. 11:00 a.m. (New York City time) on the day when due due, in Dollars Dollars, to the Administrative Agent at the Agent's Accountits address referred to in Section 11.8 (Notices, in each case Etc.) in immediately available fundsfunds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal or principal, interest or fees ratably to the Issuers, in accordance with the application of payments set forth in Section 2.3(c) (other than Mandatory Cash Collateralization/Prepayments) and in clauses (e) or (f) below, as applicable, for their account; provided, however, that amounts payable pursuant to Section 2.09, 2.12 2.7 (Capital Adequacy) or 8.04(c)Section 2.8 (Taxes) shall be paid only to the Lenders for Affected Issuer or Issuers. Payments received by the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext Business Day. (b) All computations of interest and of fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Issuers prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender Issuer on such due date an amount equal to the amount then due such LenderIssuer. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender Issuer shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Issuer together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans under the Credit Agreement, for each day from the date such amount is distributed to such Lender Issuer until the date such Lender Issuer repays such amount to the Administrative Agent. (e) Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (f) below (or required to be applied in accordance with Section 2.3(c) (Mandatory Cash Collateralization/Prepayments)), at all payments and any other amounts received by the Federal Funds RateAdministrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay all amounts owing to the Administrative Agent pursuant to this Agreement, for which the Administrative Agent has not then been reimbursed by any Issuer or the Borrower, as applicable, second, to pay all Letter of Credit Obligations then due and payable, third, to pay all other L/C AGREEMENT FMC CORPORATION Obligations then due and payable and fourth, as the Borrower so designates. Payments in respect of Letter of Credit Obligations received by the Administrative Agent shall be distributed to each Issuer in accordance with such Issuer’s Ratable Portion of the L/C Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Issuers as are entitled thereto and, for such payments allocated to the Issuers, in proportion to their respective Ratable Portions. (f) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.3(c)

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City timeTime) on the day when due in Dollars U.S. dollars to the Administrative Agent at the Administrative Agent's Account, Account in each case in immediately available same day funds. The Administrative Agent will promptly thereafter , upon receipt, cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section Sections 2.09, 2.12 2.10 or 8.04(c9.04(c)) to the Lenders for the account of their respective Domestic Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Domestic Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest and of facility fees shall be made in good faith by the Administrative Agent on the basis of a year of 360 days days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error in the calculation of such interest rate. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of LIBOR Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date time on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment Subject to the terms and provisions of this Agreement, all amounts of principal, interest, fees and other obligations payable by the Company hereunder and or under the Notes not later than 1:00 P.M. Note shall be made by 12:00 noon (New York City Paris time) on the day date when due in Dollars to the Agent at the Agent's Account, in each case in Bank by wire transfer of immediately available funds. The Agent will promptly thereafter cause funds to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.09, 2.12 or 8.04(c)) to the Lenders for the account of their respective Domestic Lending Officesthe Bank at Citibank, and like funds relating N.A., New York (swift code : ▇▇▇▇▇▇▇▇), ABA No. ▇▇▇▇▇▇▇▇▇, favour Dexia Crédit Local, Paris (swift code : ▇▇▇▇▇▇▇▇) account n° ▇▇▇▇▇▇▇▇, Ref.: Revolving Credit Agreement FSA, or as otherwise from time to time notified to the payment of any other amount payable to any Lender to such Lender for Company by the account of its Domestic Lending Office, Bank in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselveswriting. (b) All computations of interest and of fees shall be made in good faith by the Agent on the basis of a year of 360 days days, for the actual number of days elapsed (including the first day but excluding the last day) occurring ). Notwithstanding anything to the contrary set forth herein or in the period for which such Note, interest shall in no event accrue hereunder or fees are payableunder the Note at a rate in excess of the maximum rate permitted under applicable law. (c) Whenever any payment to be made hereunder or under the Notes shall be stated to be due on a day other than which is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or feefees, as the case may be. (d) Unless If for any reason due to acceleration following the Agent shall have received notice from occurrence of an Event of Default, the Borrower principal of any LIBO Rate Loan, or any portion thereof, is paid prior to the scheduled maturity date on which therefor, or if any payment LIBO Rate Loan is due to not borrowed after notice thereof shall have been received by the Lenders hereunder that the Borrower will not make such payment in fullBank, the Agent may assume that Company will reimburse the Borrower has made such payment in full to the Agent Bank, on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereondemand, for any resulting loss or expense incurred by the Bank, including without limitation any loss or expense incurred in obtaining, liquidating or employing deposits from third parties. (e) The Bank is hereby authorized to charge the account, if any, of the Company maintained with the Bank for each day payment of principal, interest and fees due from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds RateCompany as it becomes due hereunder.