Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrowers shall make each payment hereunder and under the Notes not later than 2:00 p.m. New York City time on the day when due. Payments made by either Borrower shall be in Dollars to the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrowers’ obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all of such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Paying Agent at its address referred to the Paying Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Paying Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its 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 a Commitment Increase pursuant to Section 2.18, and upon the Paying 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 Paying 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. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and Acceptance or purchase, as the case may be, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lenders with respect Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingeffective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder (after giving effect to any period of grace) or, in the case of a Lender, under the Note held by such Lender, to charge from time to time time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party or such Affiliate any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on the Base Rate shall be made by the Paying 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 and Letters of Credit commissions shall be made by the Paying 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, fees or commissions are payable. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or commitment or letter of credit fee or commission, 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 basis next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Paying Agent, each such Lender Party shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Paying Agent, at the Federal Funds Rate. (f) If the Paying Agent receives funds for application to the Obligations of actual number the Loan Parties under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent shall distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of days elapsed over a 360 day yearthe sum of (i) the aggregate principal amount of all Advances outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit then due and payable at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party and shall return any unused funds to the Borrower.

Payments and Computations. (a) The Borrowers shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Agent's receipt of such Lender. The Borrowers’ obligations '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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 such Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 such Borrower will not make such payment in full, the Agent may assume that 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 applicable 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 yearfrom 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 Borrowers Each Borrower shall make each payment required to be made by it hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in US Dollars to the Administrative Agent at its address referred to the Administrative Agent's Account, in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or the Facility Fee ratably (other than amounts payable pursuant to Section 2.02(c), 2.06(c), 2.10, 2.11, 2.13, 2.14, 2.16 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 9.07(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. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.16, and upon the Administrative Agent's receipt of such Lender. The Borrowers’ obligations 's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.16(d), from and after the applicable Extension Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingAssuming Lender. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all All computations of such Borrower’s accounts with such Lender any interest that are based on clause (a) of the Obligations definition of "Base Rate" set forth in Section 1.01 and of Facility Fees 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 that are otherwise based on the Eurodollar Rate or that are based on the Federal Funds Rate and of Discount and of the Applicable Utilization Fee 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 or fees are then due and payablepayable or such Discount has accreted. Each Lender receiving any payment as a result determination by the Administrative Agent of charging any such account an interest rate or Discount hereunder shall promptly notify the Agent thereof be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances, or the payment of the Face Amount or the Accreted Value of any Discounted Notes, to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 day yearimmediately preceding Business Day.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Designated Agent at its address referred to the Designated Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Designated Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 9.04(d)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Designated Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, the Designated 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of amount so due to the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8fullest extent permitted by law. (c) Any payments falling All computations of interest based on the Base Rate shall be made 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 Eurodollar Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Designated 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, fees or commissions are payable. Each determination by the Designated Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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, 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 Designated Agent, each Lender shall repay to the Designated Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day yearfrom 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 Borrowers Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notes other amounts relating to, Advances denominated in a Committed Currency), not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred the applicable Agent’s Account in same day funds and irrespective of any right of counterclaim or set-off. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 14.5 hereof in immediately available funds without deductiona Committed Currency, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event not later than one 11:00 A.M. (1at the Payment Office for such Committed Currency) Business Day after on the day when due in such payment has been madeCommitted Currency to the Agent, subject by deposit of such funds to Section 2.1(d)(iii), the applicable Agent’s Account in same day funds and irrespective of any right of counterclaim or set-off. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, facility fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 Eurocurrency Rate or the Federal Funds Rate and of facility fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, facility fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, facility fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 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 (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (f) To the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or into a 360 day yearCommitted Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(f) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that each Borrower agrees to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(f).

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 3:00 p.m. New York City time (Pittsburgh, Pennsylvania time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or interest or Commitment Fees ratably (other than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c), as provided in Section 2.21 or the payment to an Issuing Lender of its fronting fees) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(b), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender and each Issuing Lender, if and to the extent payment owed to such Lender or such Issuing 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 such the Borrower’s accounts with such Lender or such Issuing Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling due 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 Federal Funds Rate or the Federal Funds Open Rate and of Commitment Fees, Letter of Credit Fees and fronting fees 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, Commitment Fees, Letter of Credit Fees or fronting fees are payable. Each determination by the Agent of an interest rate or component thereof under this Credit Agreement shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest or fees (including Commitment Fees, Letter of Credit Fees and fees hereunder fronting 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 basis next preceding Business Day. (e) 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 greater of actual number of days elapsed over the Federal Funds Rate and a 360 day yearrate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder hereunder, irrespective of any right of counterclaim, defense, recoupment or set-off and under the Notes without condition, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(e)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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, the Federal Funds Rate or One Month LIBOR and of commitment fees 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) 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 greater of actual number of days elapsed over the Federal Funds Rate and a 360 day yearrate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes other Loan Documents not later than 2:00 p.m. New York City time 3:00 P.M. on the day when due. Payments made by either Borrower shall be due in Dollars to the Administrative Agent at its address referred to in Section 14.5 hereof 11.02 in immediately available funds without deductionsame day funds, withholding, setoff or counterclaimexcept payments to be made directly to any Issuing Bank as expressly provided herein; any payment received after 3:00 P.M. shall be deemed to have been received at the start of business on the next succeeding Business Day. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable Lenders, to the Agent and respective Lenders to which the Lenders same are payable, for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with Section 14.8 hereof ratably the terms of this Agreement. If and to the Lenders, and like funds relating 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 of any other amounts payable was received by the Administrative Agent, the Administrative Agent shall pay to such Lender. The Borrowers’ obligations , upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Lenders with respect 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 the Administrative Agent's acceptance of a Lender Assignment and recording of the information contained therein in the Register pursuant to Section 11.07, from and after the effective date specified in such Lender Assignment, the Administrative Agent shall make all payments hereunder and under any Promissory Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes the Administrative Agent, each Lender and each Issuing Bank, if and to the extent payment owed by the Borrower 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 such the Borrower’s 's accounts with the Administrative Agent, such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any or such account shall promptly notify the Agent thereof and make such arrangements Issuing Bank, as the Agent shall request to share the benefit thereof in accordance with Section 2.8case may be, any amount so due. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes other Loan Documents not later than 2:00 3:00 p.m. New York City time on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent Administrative Agent’s Office in same day funds, except payments to be made directly to the Issuing Banks or the Swingline Lender as expressly provided herein; any payment received after 3:00 p.m. shall be deemed to have been received at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimthe start of business on the next succeeding Business Day. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable Lenders, to the Agent and respective Lenders to which the Lenders same are payable, for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with Section 14.8 hereof ratably the terms of this Agreement. If and to the Lenders, and like funds relating 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 of any other amounts payable was received by the Administrative Agent, the Administrative Agent shall pay to such Lender. The Borrowers’ obligations , upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Lenders with respect Federal Funds 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 the Administrative Agent’s acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 11.7, from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes the Administrative Agent, the Swingline Lender, each Lender and each Issuing Bank, if and to the extent payment owed by the Borrower to the Administrative Agent, the Swingline Lender, 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 Note held by such Lender), to charge from time to time against any or all of such the Borrower’s accounts with the Administrative Agent, the Swingline Lender, such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any or such account shall promptly notify the Agent thereof and make such arrangements Issuing Bank, as the Agent shall request to share the benefit thereof in accordance with Section 2.8case may be, any amount so due. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be due and payable made by the Administrative Agent on the next succeeding Business Day and shall accrue interest at basis of a year of 365 or 366 days, as the applicable interest rate provided for in this Credit Agreement to but excluding such Business Daycase may be. Computation All other computations of interest and fees hereunder shall be made by the Administrative Agent on the basis of a year of 360 days. In each such case, such computation shall be made for the actual number of days elapsed over (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 360 Lender shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under any other Loan Document shall be stated to be due on a day yearother 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 principal of LIBOR Rate Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (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, 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) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party 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 time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 fees and Letter of Credit commissions 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, fees or 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties under or in respect of days elapsed over a 360 day yearthis Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties 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 Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04 and any similar section of any of the other Loan 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; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b), (c)(i), (d) and (e) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the L/C Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, if any, without condition or deduction for counterclaim, defense, recoupment or setoff, not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Paying Agent at its address referred to the Paying Agent’s Office in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or Commitment Fees ratably (other than amounts payable pursuant to Section 2.04(b), 2.04(c)(i), 2.04(d), 2.11, 2.14, 2.17 or 8.03(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 or as a result of a Commitment Increase pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Extension Date, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.06(d), from and after the effective date specified in such Assignment and Acceptance, the Paying Agent shall make all payments hereunder and under the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes (i) each Issuing Bank on behalf of each Lender, if and to the extent payment owed to such Lender is not made by the Borrower to the Paying Agent when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Issuing Bank any amount so due and (ii) each Lender, if and to the extent payment is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due to such Lender prior to any sharing under Section 2.13. Nothing contained in this subsection (b) shall impair the obligations of any Lender under Section 2.13, the rights of the Obligations which are then due Paying Agent or any Lender under Section 8.04 or any other rights and payable. Each remedies (including other rights of set-off) that the Paying Agent or such Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8may have. (c) Any payments falling All computations of interest based on the Base Rate (including when determined by reference to the Eurodollar Rate or the Federal Funds Rate) shall be made by the Paying 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 and fees shall be made by the Paying 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 or commitment fees are payable (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 Advance for the day on which the Advance is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Paying Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or 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 basis next preceding Business Day. (e) Unless the Paying 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 Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying 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 Paying Agent, each Lender shall repay to the Paying 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 Paying Agent, at the greater of actual number of days elapsed over the Federal Funds Rate and a 360 day yearrate determined by the Paying Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be in Dollars due to the Administrative Agent at its address referred to the Administrative Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03(b), 2.10, 2.13 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Administrative Agent's receipt of such Lender. The Borrowers’ obligations '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 Administrative Agent shall make all payments hereunder and under any Revolving Credit Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with 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(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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, all computations of interest based on the Eurodollar Rate, the Adjusted CD Rate or the Federal Funds Rate and of facility fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any 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 all of such Borrower’s accounts with such Lender any of the Obligations which facility fees are then due and payable. Each Lender receiving any payment as a result determination by the Administrative Agent of charging any such account an interest rate hereunder shall promptly notify the Agent thereof be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Revolving Credit Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis 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 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 in the case of actual number of days elapsed over a 360 day yearRevolving Credit Advances denominated in Dollars.

Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notes other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 14.5 hereof in immediately available funds without deductiona Committed Currency, withholdingirrespective of any right of counterclaim or set-off, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event not later than one 11:00 A.M. (1at the Payment Office for such Committed Currency) Business Day after on the day when due in such payment has been madeCommitted Currency to the Agent, subject by deposit of such funds to Section 2.1(d)(iii), the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any All computations of interest based on Citibank’s announced 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 such Borrower’s accounts with such Lender any interest based on the Eurocurrency Rate, the Federal Funds Rate or clauses (b) and (c) of the Obligations definition of Base Rate and of fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, fees or commissions are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (d) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 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 (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (e) To the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or into a 360 day yearCommitted Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(e) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(e), absent gross negligence or willful misconduct on the part of the Agent or such Lender, respectively.

Payments and Computations. (a) All payment hereunder shall be made in U.S. Dollars. The Borrowers Borrower shall make each payment hereunder under the Subordinated Loan Agreement and under the Subordinated Notes not later than 2:00 p.m. 12:00 noon (New York, New York City time time) on the day when due. Payments made by either Borrower shall be in Dollars due to the Agent at its address referred to in Section 14.5 hereof Subordinated Agent's Account in immediately available funds funds. All payments by the Borrower hereunder shall be made without deductionany offset, abatement, withholding, setoff deduction, counterclaim, or counterclaimreduction. As soon as practicable after the Agent receives Upon receipt of payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the Agent will cause to be distributed like funds relating to the payment Borrower of any principal, interest, or Fees (other than amounts payable fees due to the Subordinated Lenders, the Subordinated Agent shall promptly after receipt thereof distribute to reimburse the Subordinated Lenders their ratable share of such payments for the account of their respective Subordinated Lender's Account. If and to the extent that the Subordinated Agent shall not have so distributed to any Subordinated Lender its ratable share of such payments, the Subordinated Agent agrees that it shall pay interest on such amount for each day after the day when such amount is made available to the Subordinated Agent by the Borrower until the date such amount is paid to such Subordinated Lender by the Subordinated Agent at the Federal Funds Rate in effect from time to time. Interest on such amount shall be due and payable by the Issuing Bank for fees and expenses payable Subordinated Agent upon demand by such Subordinated Lender. Upon receipt of other amounts due solely to them pursuant to Article IV hereof) the Subordinated Agent or expenses payable a specific Subordinated Lender, the Subordinated Agent shall distribute such amounts to the Agent and the Lenders appropriate party to be applied in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to terms of the Subordinated Loan Agreement. Whenever any payment of any other amounts payable to such Lender. The Borrowers’ obligations to the Lenders with respect to such payments shall be discharged by making such payments stated to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all of such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day 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. If the time for payment for an amount payable is not specified in the Subordinated Loan Documents, or in any other document, the payment shall be due and payable ten (10) days after the date on which the next succeeding Business Day Subordinated Agent or applicable Subordinated Lender demands payment therefor. (b) Unless the Subordinated Agent shall have received written notice from the Borrower prior to any date on which any payment is due to the Subordinated Lender that the Borrower shall not make such payment in full, the Subordinated Agent may assume that the Borrower has made such payment in full to the Subordinated Agent on such date and the Subordinated Agent may, in reliance upon such assumption, cause to be distributed to each Subordinated Lender on such date an amount equal to the amount then due such Subordinated Lender. If and to the extent the Borrower shall accrue not have so made such payment in full to the Subordinated Agent, each Subordinated Lender shall repay to the Subordinated Agent forthwith on demand such amount distributed to such Subordinated Lender, together with interest thereon from the date such amount is distributed to such Subordinated Lender until the date such Subordinated Lender repays such amount to the Subordinated Agent, at the applicable an interest rate equal to, the Federal Funds Rate in effect from time to time. (c) Each Subordinated Lender agrees that if it should receive any payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Subordinated Loan Documents, or otherwise) in respect of any obligation of the Borrower to pay principal, interest, fees, or any other obligation incurred under the Subordinated Loan Documents in a proportion greater than the total amount of such principal, interest, fees, or other obligation then owed and due by the Borrower to such Subordinated Lender bears to the total amount of principal, interest, fees, or other obligation then owed and due by the Borrower to the Subordinated Lenders immediately prior to such receipt, then such Subordinated Lender receiving such excess payment shall purchase for cash without recourse from the other Subordinated Lenders an interest in the obligations of the Borrower to such Subordinated Lenders in such amount as shall result in a participation by all of the Subordinated Lenders, in proportion with the Subordinated Lenders' respective pro rata shares, in the aggregate unpaid amount of principal, interest, fees, or any such other obligation, as the case may be, owed by the Borrower to all of the Subordinated Lenders; provided for in this Credit Agreement to but excluding that if all or any portion of such Business Day. Computation of interest and fees hereunder excess payment is thereafter recovered from such Subordinated Lender, such purchase shall be made on rescinded and the basis purchase price restored to the extent of actual number of days elapsed over a 360 day yearsuch recovery, in proportion with the Subordinated Lenders' respective Pro Rata Shares.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 1:00 P.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or fees ratably (other than amounts payable pursuant to Section 2.10, 2.11, 2.13 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Agent's receipt of such Lender. The Borrowers’ obligations '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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notes other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred the applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 14.5 hereof in immediately available funds without deductiona Committed Currency, withholdingirrespective of any right of counterclaim or set-off, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event not later than one 11:00 A.M. (1at the Payment Office for such Committed Currency) Business Day after on the day when due in such payment has been madeCommitted Currency to the Agent, subject by deposit of such funds to Section 2.1(d)(iii), the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.21 or an extension of the Termination Date pursuant to Section 2.22 and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 commissions shall be made by the Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) 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 (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (f) To the extent that the Agent receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or into a 360 day yearCommitted Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that the Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(f) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that the Borrower agrees to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(f).

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the applicable Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 and Letter of Credit commissions 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party 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 time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 fees and Letter of Credit commissions 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, fees or 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lender Parties under or in respect of days elapsed over a 360 day yearthis Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lender Parties 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 Administrative Agent (solely in its capacity as Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04, and any similar section of any of the other Loan 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; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Lender Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Lender Parties on such date.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be in Dollars due to the Agent at its address referred to the Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent's receipt of such Lender. The Borrowers’ obligations '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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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, the Adjusted CD Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees shall be made by the Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any 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 all of such Borrower’s accounts with such Lender any of the Obligations which facility fees are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis 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 in the case of actual number of days elapsed over a 360 day yearAdvances denominated in Dollars.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 1:00 P.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Administrative Agent at its address referred to in Section 14.5 hereof 8.02 in same day funds. Subject to the immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii)succeeding sentence, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10 or 2.12 or, to the Agent to reimburse extent the Agent and Termination Date is not the Issuing Bank same for fees and expenses payable solely to them all Lenders, pursuant to Article IV hereofSection 2.06(a)) or expenses payable to the Agent and Lenders for the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective 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 Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding Advances (other than amounts payable pursuant to such Lender. The Borrowers’ obligations Section 2.10 or 2.12) to the Lenders with for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all All computations of such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable interest based on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder Base Rate shall be made by the Administrative Agent on the basis of actual number a year of days elapsed over a 360 day year.365 or 366 days, as the case may be, and all

Payments and Computations. (a) The Borrowers Borrower ------------------------- shall make each payment hereunder and under the Notes Notes, if any, without set-off or counterclaim, not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Paying Agent at its address referred to the Paying Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03(b), 2.10, 2.13, 2.16 or 8.03(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 Revolver Termination Date pursuant to Section 2.16, and upon the Paying Agent's receipt of such Lender. The Borrowers’ obligations 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Extension Date, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.06(d), from and after the effective date specified in such Assignment and Acceptance, the Paying Agent shall make all payments hereunder and under the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note, if any, held by such Lender, to charge from time to time against any or all of such the Borrower’s 's accounts with such Lender any of the Obligations which are then amount so due and payable. Each to such Lender receiving prior to any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with sharing under Section 2.82. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party 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 time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 fees and Letter of Credit commissions 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, fees or 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties under or in respect of days elapsed over a 360 day yearthis Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties 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 Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04, Section 21 of the Security Agreement and any similar section of any of the other Loan 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; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (e) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the L/C Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date.

Payments and Computations. (a) The Borrowers Except to the extent explicitly provided otherwise herein, each party hereto shall make each payment hereunder and under due to the Notes not other party hereto (or its Affiliate) pursuant to this Agreement by no later than 2:00 p.m. 12:00 p.m., New York City time time, on the day when due (unless otherwise consented to by the party hereto (or its Affiliate) to whom such payment is due). Payments Except to the extent explicitly provided herein to the contrary, all payments required to be made by either Borrower a party hereto shall be made in Dollars cash or, with respect to the Agent Parent and the Seller, in cash or, at its address referred the Seller’s election, by delivery to the Acquiror for cancellation of shares of Acquiror Stock, Equity Units for which, except as otherwise provided in Section 14.5 hereof 11.05, Eligible Collateral has been substituted therefor in immediately available funds without deductionthe Indemnification Collateral Account in accordance with the Indemnification Control Agreement or Acquiror Interim Preferred Stock with a Fair Value equal to the amount required to be paid, withholdingprovided, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrowerhowever, but in no event shall the Seller be entitled to remit payment to the Acquiror in the form of Acquiror Stock or Acquiror Interim Preferred Stock to the extent that the aggregate Fair Value of Acquiror Stock and Acquiror Interim Preferred Stock contemplated to be so delivered to the Acquiror for cancellation in satisfaction of any amount then payable by the Seller to the Acquiror under this Agreement, together with the aggregate Fair Value of all Acquiror Stock and Acquiror Preferred Stock delivered to the Acquiror for cancellation in satisfaction of amounts previously payable by the Seller to the Acquiror under this Agreement and the aggregate Fair Value of Acquiror Stock and/or Acquiror Interim Preferred Stock as the Seller elected to reduce the Common Stock Consideration and/or the Preferred Stock Consideration at the Closing, as the case may be, pursuant to Section 2.03(b) or Section 2.03(d), respectively, exceeds $350,000,000. No later than one (1) five Business Day after such Days prior to the date on which payment has been madeis due by the Seller or the Parent to the Acquiror, subject or in the event of the Seller’s election to reduce the Cash Consideration, the Common Stock Consideration and/or the Preferred Stock Consideration at the Closing, as the case may be, pursuant to Section 2.1(d)(iii2.03(a), the Agent will cause to be distributed like funds relating Section 2.03(b) or Section 2.03(d), respectively, five Business Days prior to the payment of principalClosing Date, interest, or Fees (other than amounts payable the Seller shall deliver to the Agent to reimburse Acquiror written notice of the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrowers’ obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent Seller’s election pursuant to this Section 2.4(a) 2.05, which notice shall indicate the amount of cash and/or the number of shares of Acquiror Stock, Equity Units and/or Acquiror Interim Preferred Stock to be so remitted by the Seller or by which the Cash Consideration, the Common Stock Consideration and/or the Preferred Stock Consideration is to be so reduced and the Fair Value of such Acquiror Stock, Equity Units and/or Acquiror Interim Preferred Stock. Any payment required to be made by a party in cash shall be paid by wire transfer, if not timely paid or any Event applicable, of Default then exists, may be added immediately available funds to the principal amount of account or accounts designated by the Revolving Loans outstandingparty hereto (or its Affiliate) receiving such payment at least three Business Days prior to the date when due. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all of such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.

Payments and Computations. (a) The Borrowers Each 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 a Foreign Currency, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred the applicable Agent's Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances made to it denominated in Section 14.5 hereof a Foreign Currency, not later than 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after such Foreign Currency to the Agent receives payment from either Borroweror, but in no event later than one (1) Business Day after the case of payments denominated in Canadian dollars, to the Local Agent, by deposit of such payment has been madefunds to the applicable Agent's Account in same day funds. The Agent or the Local Agent, subject to Section 2.1(d)(iii)as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such LenderLender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent or the Local Agent, as the case may be, shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 such Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 Eurocurrency Rate or the Federal Funds Rate and of fees shall be made by the Agent on the basis of a year of 360 days and computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Agent or the Local Agent, as the case may be, shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent or the Local Agent, as the case may be, may assume that such Borrower has made such payment in full to the Agent or the Local Agent, as the case may be, on such date and the Agent or the Local Agent, as the case may be, 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 such Borrower shall not have so made such payment in full to the Agent or the Local Agent, as the case may be, each Lender shall repay to the Agent or the Local Agent, as the case may be, 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 or the Local Agent, as the case may be, at (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over a 360 day yearfunds incurred by the Agent or the Local Agent, as the case may be, in respect of such amount in the case of Advances denominated in Foreign Currencies.

Payments and Computations. (a) The Borrowers shall make each payment hereunder (to the extent not paid pursuant to Section 6 of the Security Agreement or Section 6 of the Master Collateral and under the Notes Intercreditor Agreement), not later than 2:00 p.m. (New York City time time) on the day when due. Payments made due by either Borrower shall be wire transfer in Dollars and in immediately available funds, without set-off or counterclaim, to the Lender Collateral Agent at its address referred LA Asset Backed Account (Account # ▇▇▇▇▇▇▇▇ Reference: AmeriCredit Corp Attn: CDO Administration) maintained at Deutsche Bank Trust Company Americas, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (ABA# 021-001-033), with facsimile notice (including wire number) to the CDO Administration Department of the Lender Collateral Agent (facsimile number (▇▇▇) ▇▇▇-▇▇▇▇), or such other account as the Lender Collateral Agent shall designate in Section 14.5 hereof writing to the Borrowers. Promptly upon receipt thereof by the Lender Collateral Agent, each payment of principal on the Borrowings shall be remitted by the Lender Collateral Agent in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the to each Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders pro rata in accordance with Section 14.8 hereof ratably 2.04 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the Lendersaggregate outstanding principal balance of the Advances owed to the Lenders in each Lender Group; provided that on each Distribution Date from and after the occurrence of a Partial Expiration Event until the earlier to occur of (i) the Lending Termination Date and (ii) the date on which the outstanding principal amount of Advances held by each Nonextending Lender has been reduced to zero, principal payments of Advances other than payments required to cure Borrowing Base Deficiencies shall be allocated and applied to the Limited Amortization Amounts due to the Nonextending Lenders and related Conduit Lenders pro rata based on their respective Limited Amortization Amounts for such Distribution Date. Promptly upon receipt thereof by an Agent, each payment of principal on the Borrowings shall be remitted by such Agent in like funds relating as received to each Lender in its Lender Group (subject to the proviso to the immediately preceding sentence) for the account of its Applicable Lending Office pro rata in accordance with Section 2.04 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the aggregate outstanding principal balance of the Advances owed to such Lenders. Each payment of interest on the Borrowings shall be remitted by the Administrative Agent in immediately available funds as received to each Agent pro rata in accordance with Section 2.04 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the aggregate outstanding principal balance of the Advances owed to the Lenders in each Lender Group. Promptly upon receipt thereof by an Agent, each payment of interest on the Borrowings shall be remitted by such Agent in immediately available funds as received to each Lender in its Lender Group for the account of its Applicable Lending Office pro rata in accordance with the aggregate amount of unpaid interest owed to each of such Lenders. Promptly upon receipt thereof by the Administrative Agent, each payment of Commitment Fees, Usage Fees or other amounts payable fees shall be remitted by the Administrative Agent in immediately available funds as received to the Agent for each Lender entitled thereto, pro rata according to the amount thereof owed to each such Lender. The Borrowers’ obligations to Upon its acceptance of an Assignment and Assumption from and after the Lenders with "Transfer Effective Date" specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect to such payments shall be discharged by making such payments of the interest assigned thereby to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingLender's assignee thereunder, for the account of its Applicable Lending Office, and the parties to such Assignment and Assumption 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 to charge from time to time against any or all of such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving Whenever any payment as a result of charging any such account hereunder shall promptly notify the Agent thereof and make such arrangements as the Agent shall request be stated to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or any fee payable hereunder, 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 month, such payment shall be made on the immediately preceding Business Day. (c) All computations 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 elapsed over a 360 (including the first day yearbut excluding the last day) occurring in the period for which such fee is payable.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes other Loan Documents not later than 2:00 p.m. New York City time 3:00 P.M. on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent Administrative Agent's Office in same day funds, except payments to be made directly to the Issuing Banks as expressly provided herein; any payment received after 3:00 P.M. shall be deemed to have been received at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimthe start of business on the next succeeding Business Day. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable Lenders, to the Agent and respective Lenders to which the Lenders same are payable, for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with Section 14.8 hereof ratably the terms of this Agreement. If and to the Lenders, and like funds relating 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 of any other amounts payable was received by the Administrative Agent, the Administrative Agent shall pay to such Lender. The Borrowers’ obligations , upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Lenders with respect Federal Funds 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 the Administrative Agent's acceptance of a Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 11.7, from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under any Promissory Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes the Administrative Agent, each Lender and each Issuing Bank, if and to the extent payment owed by the Borrower 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 such the Borrower’s 's accounts with the Administrative Agent, such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any or such account shall promptly notify the Agent thereof and make such arrangements Issuing Bank, as the Agent shall request to share the benefit thereof in accordance with Section 2.8case may be, any amount so due. (c) Any payments falling due under this Credit Agreement All computations of interest based on a day other than a Business Day the Base Rate shall be due and payable made by the Administrative Agent on the next succeeding Business Day and shall accrue interest at basis of a year of 365 or 366 days, as the applicable interest rate provided for in this Credit Agreement to but excluding such Business Daycase may be. Computation All other computations of interest and fees hereunder shall be made by the Administrative Agent on the basis of a year of 360 days. In each such case, such computation shall be made for the actual number of days elapsed over (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 360 Lender shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under any other Loan Document shall be stated to be due on a day yearother 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 principal of LIBOR Rate Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (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, 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) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto.

Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder and under the Notes any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the applicable Agent’s Account in Section 14.5 hereof in immediately available same day funds without deductionset-off, withholdingcounterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, setoff or counterclaim. As soon as practicable after interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent receives payment from either Borrowerin same day funds by deposit of such funds to the applicable Agent’s Account without set-off, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Fees Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes All computations of interest based on the Base Rate and of commitment fees 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 on Swing Line Advances or based on the Eurocurrency Rate (including the Overnight Eurocurrency Rate) or the Federal Funds Rate and of Letter of Credit fees shall be made by the Agent on the basis of a year of 360 days and all computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive Bid Borrowing (or, in each Lender to charge from time to time against any case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), 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, commitment fees or all Letter of such Borrower’s accounts with such Lender any of the Obligations which Credit fees are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this computation of payment of interest, commitment fee or Letter of Credit Agreement to but excluding fee, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (d) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 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 (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over a 360 day yearfunds incurred by the Agent in respect of such amount in the case of Advances denominated in Foreign Currencies.

Payments and Computations. (a) The Borrowers shall make each payment hereunder and under the Notes not later than 2:00 p.m. New York City time on the day when due. Payments made by either Borrower shall be in Dollars to the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrowers’ ' obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all of such Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(e)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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, the Federal Funds Rate or One Month LIBOR and of commitment fees 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) 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 greater of actual number of days elapsed over the Federal Funds Rate and a 360 day yearrate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrowers Company shall make each payment hereunder and under the Notes each Floating Rate Note, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. New York City 11:00 A.M. (local time in the city in which the relevant Administrative Agent's Account is maintained) on the day when due. Payments made by either Borrower shall be due in Dollars the currency in which such Floating Rate Note is denominated to the Administrative Agent at its address referred to the relevant Administrative Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest ratably (other than amounts payable pursuant to Section 2.08 or 2.10) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such LenderLender for the account of its Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations 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 Administrative Agent shall make all payments hereunder and under the Floating Rate Notes in respect of the interest assigned thereby to the Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower The Company hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Floating Rate Note held by such Lender, to charge from time to time against any or all of such Borrower’s the Company's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest shall be made by the Administrative 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 is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Floating Rate Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder or principal to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Administrative Agent may assume that the 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 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 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) In the event of actual number any foreign exchange restriction or prohibition in Argentina, any and all payments in respect of days elapsed over a 360 day yearthe Floating Rate Notes shall be made, to the extent permitted by such restriction or prohibition, in the relevant currency through (i) the sale of Bonex or of any other public or private bond issued in US Dollars or Euros or any other currency in Argentina or (ii) any other legal mechanism for the acquisition of US Dollars or Euros in any exchange market, including, but not limited to, the delivery by the Company to the Administrative Agent of debt or equity instruments denominated in US Dollars or Euros which are traded in New York City, London or Frankfurt in an amount sufficient for the Administrative Agent to acquire from the sale thereof in New York City, London or Frankfurt an amount of US Dollars or Euros, net of any commissions, fees or other costs, to cover each such payment. The Administrative Agent shall sell such instruments promptly after the delivery to it and, in any event, within 10 Business Days after each such delivery, unless the Company shall, at the Administrative Agent's request, otherwise agree in writing. All costs, including any taxes, relative to such operations to obtain US Dollars or Euros shall be borne by the Company.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, if any, without condition or deduction for counterclaim, defense, recoupment or setoff, not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Office in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or Commitment Fees ratably (other than amounts payable pursuant to Section 2.04(b), 2.04(c)(i), 2.04(d), 2.11, 2.14, 2.17 or 8.03(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 or as a result of a Commitment Increase pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Extension Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.06(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, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes (i) each Issuing Bank on behalf of each Lender, if and to the extent payment owed to such Lender is not made by the Borrower to the Administrative Agent when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Issuing Bank any amount so due and (ii) each Lender, if and to the extent payment is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due to such Lender prior to any sharing under Section 2.13. Nothing contained in this subsection (b) shall impair the obligations of any Lender under Section 2.13, the rights of the Obligations which are then due Administrative Agent or any Lender under Section 8.04 or any other rights and payable. Each remedies (including other rights of set-off) that the Administrative Agent or such Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8may have. (c) Any payments falling All computations of interest based on the Base Rate (including when determined by reference to the Eurodollar Rate or the Federal Funds 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 and 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 or commitment fees are payable (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 Advance for the day on which the Advance is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or 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 basis next preceding Business Day. (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 greater of actual number of days elapsed over the Federal Funds Rate and a 360 day yearrate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be in Dollars due to the Agent at its address referred to the Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent's receipt of such Lender. The Borrowers’ obligations '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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 fees 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers All payments to be made by the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Unless otherwise expressly provided herein, the Borrower shall make each payment or prepayment hereunder and under the Notes not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in U.S. Dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b) or (c), 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Revolving Credit Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender All computations of interest based on the Base Rate (including at such time as the Base Rate is determined by reference to charge from time to time against any the Eurodollar Rate) shall be made by the Agent on the basis of a year of 365 or all 366 days, as the case may be, and actual days elapsed. All other computations of such Borrower’s accounts with such Lender any interest based on the Eurodollar Rate or in respect of facility fees and Letter of Credit Fees shall be made by the Obligations Agent on the basis of a year of 360 days and actual days elapsed (which are then due and payableresults in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Revolving Credit Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis 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 actual number of days elapsed over a 360 the Lenders or an Issuing Bank 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 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 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 1:00 P.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to in Section 14.5 hereof 8.02 in same day funds. Subject to the immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii)succeeding sentence, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the Agent to reimburse extent the Agent and Termination Date is not the Issuing Bank same for fees and expenses payable solely to them all Lenders, pursuant to Article IV hereofSection 2.06(a)) or expenses payable to the Agent and Lenders for the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective 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 Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to such Lender. The Borrowers’ obligations Section 2.10 or 2.12) to the Lenders with for the account of their respective Applicable Lending Offices. 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 in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 Adjusted Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made by the Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any 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 all of such Borrower’s accounts with such Lender any of the Obligations which fees are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or facility 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 basis of actual number of days elapsed over a 360 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 that 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 yearfrom 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 Borrowers Loans comprising each Borrowing shall be made pro rata among the Lenders according to their respective Ratable Share or on the basis of their respective outstanding Loans (in the case of continuations and conversions of Loans pursuant to Section 2.09), as the case may be from time to time. All payments of principal of and interest on account of any Obligations of the Borrower shall be made for the pro rata account of the Lenders based upon their respective share, if any, with respect to any such Obligation pursuant to which such payment was made, and all payments of Commitment Fees shall be made for the pro rata account of the Lenders (other than Defaulting Lenders) according to the amounts of their respective Commitments. (b) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 2:00 p.m. New York City time 11:00 A.M. (Charlotte, North Carolina time) on the day when due. Payments made by either Borrower shall be due in Dollars and immediately available funds to the Administrative Agent (except as otherwise expressly provided herein as to payments required to be made directly to the Fronting Bank, the L/C Agent or any Lender) at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim8.02. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interestinterest or Commitment Fees ratably (subject to Sections 2.02(b), or Fees (other than amounts payable 2.11, 2.14 and 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such LenderLender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.06(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. The Borrowers’ obligations Administrative Agent will distribute to the Lenders Fronting Bank like amounts relating to payments made to the Administrative Agent for the account of the Fronting Bank in the same manner, and subject to the same terms and conditions, as set forth hereinabove with respect to such payments shall be discharged by making such payments distributions of amounts to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all of such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8Lenders. (c) Any payments falling All computations of interest 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, 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 computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of Commitment Fee shall be made by the Administrative 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 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. (d) Whenever any payment hereunder would be due under this Credit Agreement on a day other than a Business Day Day, such due date shall be due and payable on extended to the next succeeding Business Day Day, and any such extension of such due date shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or Commitment Fee, as the case may be; provided however that if such extension would cause payment of interest on or principal of or interest on any Eurodollar Loan to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (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 or the Fronting Bank 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 or the Fronting Bank on such due date an amount equal to the amount then due such Lender or the Fronting Bank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender or the Fronting Bank, as applicable, shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender or the Fronting Bank together with interest thereon, for each day yearfrom the date such amount is distributed to such Lender or the Fronting Bank, as applicable, until the date such Lender or the Fronting Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) 2.6.1 The Borrowers Borrower shall make each payment to the Lender hereunder and under the Notes not later than 2:00 p.m. New York City time on the day when due. Payments made by either Borrower shall be in Dollars due to the Agent Lender at its ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 3rd Floor, Baltimore, Maryland 21202 (or such other address referred designated by the Lender by written notice to the Borrower pursuant to Section 8.4 hereof), in Section 14.5 hereof lawful currency of the United States of America in immediately available funds funds. Each payment shall be made without deductionany set-off, withholdingcounterclaim, setoff withholding or counterclaimdeduction whatsoever. As soon as practicable after In all events, all outstanding Obligations, including, without limitation, all outstanding amounts of the Agent receives payment from either BorrowerLoans together with all unpaid interest thereon and all fees, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent charges and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrowers’ obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all of such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day hereunder shall be due and payable on the next succeeding Business Day Maturity Date. All payments (other than proceeds received in connection with the satisfaction of Release Conditions for a Property Partnership or Middle Tier Entity) shall be applied first to the payment of all fees, expenses and other amounts due to the Lender (excluding principal and interest), then to accrued interest, then to outstanding principal with respect to such Property Partnerships or MTEs for which Loans are then outstanding and the balance to the Borrower. All proceeds received in connection with the satisfaction of Release Conditions for a Property Partnership or MTE shall accrue be applied first to the principal outstanding with respect to the Loans made in connection with Direct Convertible Loans or Direct Investments in such Property Partnership, or the Capital Contribution to such MTE, then to accrued interest, fees and expenses with respect to any of the foregoing, then (if and to the extent there is not then outstanding a Default or an Event of Default) to the repayment to the Borrower (or, if so directed by the Borrower, to such Guarantor or Guarantors) of Co-Funding Amounts related to such Property Partnership or MTE, and the balance as set forth in the immediately preceding sentence. Notwithstanding the foregoing, after demand, payments will be applied to the Obligations of Borrower to the Lender as the Lender may determine in its unrestricted discretion. 2.6.2 Except as otherwise provided herein, all computations of fees and interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over elapsed. 2.6.3 Whenever any payment to be made hereunder shall be stated to be due on a 360 day yearwhich is not a Business Day, unless otherwise provided herein, such payment shall be made on the next succeeding Business Day, and such extension of time shall in each such case be included in the computation of interest or fees. 2.6.4 In the event that payment to the Lender hereunder is made after 2:00 p.m. on a Business Day, such payment shall be deemed received on the immediately following Business Day, and such extension of time shall be included in the computation of interest or fee. 2.6.5 Any rate of interest hereunder based upon or measured by reference to Prime Rate shall change automatically and immediately as and when Prime Rate changes, without prior notice to the Borrower. Any change in Prime Rate shall not affect or alter any of the terms and conditions of this Agreement, all of which shall remain in full force and effect.

Payments and Computations. (a) The Borrowers Each 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 a Committed Currency or Committed L/C Currency, not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the applicable Agent’s Account in Section 14.5 hereof in immediately available same day funds and without deduction, withholding, setoff set off or counterclaim. As soon as practicable after the Agent receives Each Borrower shall make each payment from either Borrowerhereunder with respect to principal of, but interest on, and other amounts relating to, Advances denominated in no event a Committed Currency, not later than one 9:30 A.M. (1at the Payment Office for such Committed Currency) Business Day after on the day when due in such payment has been madeCommitted Currency to the Agent, subject by deposit of such funds to Section 2.1(d)(iii)the applicable Agent’s Account in same day funds and without deduction, the set off or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to such Lender. The Borrowers’ obligations to the Lenders with respect any Lender to such payments shall Lender for the account of its Applicable Lending Office, in each case to be discharged by making such payments to applied in accordance with the Agent pursuant to terms of this Section 2.4(a) or if not timely paid or Agreement. Upon any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (b) Each Borrower hereby authorizes each Assuming Lender to charge from time to time against any or all of such Borrower’s accounts with such becoming a Lender any of the Obligations which are then due and payable. Each Lender receiving any payment hereunder as a result of charging any a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Agent’s receipt of such account shall promptly notify Lender’s Assumption Agreement and recording of the Agent thereof information contained therein in the Register, from and make such arrangements after the applicable Increase Date or Anniversary Date, as the case may be, the Agent shall request make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to share the benefit thereof Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in accordance with the Register pursuant to Section 2.8. 9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (cb) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation All computations of interest and fees hereunder based on Base Rate or ▇▇▇▇▇ 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 Term SOFR, EURIBOR or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days with twelve 30- day months (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days elapsed over a 360 (including the first day yearbut excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred the Administrative Agent's office located at 303 Peachtree Street, Atlanta, GA 30308, or such other location as to ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ve given prior written notice to the Borrower and the other Lenders in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees letter of credit commissions ratably (other than amounts payable pursuant to Section 2.04(b)(ii) or (c), 2.11, 2.14 or 8.04(b)) to the Agent to reimburse appropriate Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.17, and upon the Administrative Agent's receipt of such Lender. The Borrowers’ obligations '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 Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with 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(c), from and after the date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time against any or all of such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 fees and letter of credit commissions 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, fee or commission is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fees or letter of credit commissions, as the case may be; provided, however, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to 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 yearfrom 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 Borrowers shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred the Agent's Account in same day funds. The failure of the Borrowers to in Section 14.5 hereof in immediately available funds without deductionmake any such payment by such time shall not constitute a default hereunder, withholding, setoff or counterclaim. As soon as practicable after the Agent receives provided that such payment from either Borroweris made on such due date, but in no event later than one (1) any such payment made after 11:00 A.M. on such due date shall be deemed to have been made on the next Business Day after such payment has been made, subject to Section 2.1(d)(iii), for the purpose of calculating interest on amounts outstanding on the Term Loans. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principalprincipal or interest or fees under or in respect of the Term Loans, interest, the Letter of Credit or Fees the Convertible Notes ratably (other than amounts payable pursuant to Section 2.09(a), 2.09(b) or 2.11) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their Applicable Lending Offices pro rata in accordance with each Lender's percentage of Term Loans, Letter of Credit Obligations or Convertible Notes, respectively, as provided in Section 14.8 hereof ratably to the Lenders2.01(b) and 2.04, and like funds relating to the payment of any other amounts amount payable to any Lender to such LenderLender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations 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 of such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes and the Convertible Notes in respect of the interest assigned thereby to the Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under any Note or Convertible Note held by such Lender, to charge from time to time against any or all of such Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest and fees 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, fees or commissions are payable. Each determination by the Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes and the Convertible Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 Loans to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) Unless the Agent shall have received notice from the Borrowers prior to the date on which any payment is due to any Lender hereunder that the Borrowers will not make such payment in full, the Agent may assume that the Borrowers have made such payment in full to the Agent on date and the 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 Borrowers 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 yearfrom 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 Borrowers shall make Except as otherwise expressly provided herein and except with respect to principal and interest on Loans denominated in an Alternative Currency, each payment hereunder and payable by the Borrowers to the Administrator, any Co-Administrative Agent, any Bank under this Agreement, the Notes Notes, any Domestic Subsidiary Guarantee, any Foreign Subsidiary Guarantee or any other Credit Document shall be made directly to the Administrator (unless such payment is in respect of any Fees payable by the Borrowers to either of the Co-Administrative Agents, in which case such payment shall be made directly to such Co-Administrative Agent), in Dollars at the Administrator’s Funding Office (or, with respect to such Co-Administrative Agent, at such office as notified to the Company by it), not later than 2:00 p.m. New York City time on the day when due. Payments made by either Borrower shall be in Dollars to the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after due date of each such payment has been madeand in Same Day Funds. Except as otherwise expressly provided herein, subject to Section 2.1(d)(iii), each payment payable by the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrowers’ obligations to the Lenders Borrowers hereunder with respect to such payments principal and interest on Loans denominated in an Alternative Currency shall be discharged by making made in such payments Alternative Currency to the Agent pursuant to this Section 2.4(a) or if Administrator at the Administrator’s Funding Office not timely paid or later than the Applicable Time specified by the Administrator on the due date of such payment and in Same Day Funds. If, for any Event of Default then existsreason, may be added to any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the principal amount Dollar Equivalent of the Revolving Loans outstandingAlternative Currency payment amount. The Administrator will promptly distribute to each Bank in Same Day Funds by wire transfer such Bank’s share (if any) of each such payment received by the Administrator. (b) Each Borrower hereby authorizes each Lender to charge from time to time against If any or all sum would, but for the provisions of such Borrower’s accounts with such Lender any of the Obligations which are then this clause (b), become due and payable. Each Lender receiving payable to the Administrator, any payment as a result of charging Co-Administrative Agent or any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due Bank by any Borrower under this Agreement, any Note, any Domestic Subsidiary Guarantee, any Foreign Subsidiary Guarantee or any other Credit Agreement Document on a any day other than which is not a Business Day Day, then such sum shall be become due and payable on the Business Day next succeeding Business Day the day on which such sum would otherwise have become due and shall accrue payable hereunder or thereunder, and interest at payable to the applicable interest rate provided for in Administrator, such Co-Administrative Agent or such Bank under this Agreement, any Note, any Domestic Subsidiary Guarantee, any Foreign Subsidiary Guarantee or any other Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder Document shall be made on adjusted by the basis of actual number of days elapsed over a 360 day yearAdministrator (or such Co-Administrative Agent, as the case may be) accordingly.

Payments and Computations. (a) The Borrowers Borrower shall ------------------------- make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at the Agent's Account in same day funds. The Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for the account of its address referred 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 14.5 hereof in immediately available funds without deduction8.07(d), withholding, setoff or counterclaim. As soon as practicable from and after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after effective date of such payment has been made, subject to Section 2.1(d)(iii)Assignment and Acceptance, the Agent will cause to be distributed like funds relating shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the payment of principalLender assignee thereunder, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable parties to such Lender. The Borrowers’ obligations to the Lenders with respect Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingeffective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender, 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 against any or all of such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest and fees 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, fees or commissions are payable. Each determination by the Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of interest; provided, however, that, if such Business Day. Computation -------- ------- extension would cause payment of interest and fees hereunder on or principal of a Eurodollar Rate Advance to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to 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 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 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 yearfrom 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 Borrowers shall make each payment hereunder and under the Revolving Notes not later than 2:00 p.m. New York City time on the day when duedue or by direct charge against the Revolving Credit Commitment, if available, pursuant to Section 2.4(b)(ii) hereof. Payments made by either Borrower the Borrowers shall be in Dollars to the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimfunds. Payments made with respect to the Revolving Loans shall be applied to repay Revolving Loans consisting of Base Rate Loans first and then Revolving Loans consisting of Eurodollar Loans. As soon as practicable after the Agent receives payment from either Borrowerthe Borrowers, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii2.1(d)(ii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrowers’ ' obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (bi) The Borrowers, individually or through the Company, shall have each established and shall maintain lockboxes (the "Lockboxes") with financial institutions, including First Union, selected by the Company and reasonably acceptable to the Agent (the "Lockbox Banks") and shall instruct all account debtors on the Accounts of each Borrower to remit all payments to its respective Lockboxes. Separate Lockboxes shall be maintained for the NonRestaurant Business and the Restaurant Business of the Borrowers. All amounts received by the Borrowers from any account debtor, in addition to all other cash received from any other source including but not limited to proceeds from asset sales and judgments, shall be promptly deposited into the applicable Lockbox Account (as defined below). (ii) Each Borrower Borrower, individually or through the Company, the Agent and each Lockbox Bank shall enter into three party agreements in the form of Exhibit I hereto (the "Lockbox Agreements"), providing, among other things, for the following: (A) The Borrowers, individually or through the Company, will open and establish for the benefit of the Agent on behalf of the Lenders an account at each Lockbox Bank (each a "Lockbox Account"). (B) All receipts held in the Lockboxes shall be remitted daily to the appropriate Lockbox Account. All funds deposited into the Lockbox Accounts pertaining to the Restaurant Business on any Business Day shall be transferred to the FUNB Claremont Restaurant Cash Collateral Account. All funds deposited into the Lockbox Accounts pertaining to the NonRestaurant Business on any Business Day shall be transferred to the FUNB NonRestaurant Cash Collateral Account. All funds transferred to the Cash Collateral Accounts on any Business Day shall be immediately credited to the FUNB Leverage Account. All funds credited on any Business Day to the FUNB Leverage Account shall be applied by the Agent on such Business Day to reduce the then outstanding balance of the Revolving Loans and to pay accrued interest thereon and to pay any other outstanding Obligations which are then due and payable. All amounts received directly by the Borrowers from any account debtor, in addition to all other cash received from any other source including but not limited to proceeds from asset sales and judgments, shall be held in trust by the Borrowers and promptly deposited into the applicable Lockbox Account. (iii) All funds deposited into the Cash Collateral Accounts shall immediately become the property of the Agent and the Borrowers shall obtain the agreement by the Lockbox Banks to waive any offset rights against the funds so deposited. The Agent assumes no responsibility for the Lockbox arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder. (iv) The Borrowers may close Lockboxes and/or open new lockboxes with the prior written consent of the Agent and subject to prior execution and delivery to the Agent of lockbox agreements consistent with the provisions of this Section 2.4(b) and in form and substance satisfactory to the Agent and its counsel. (c) The Borrowers hereby authorizes authorize each Lender to charge from time to time against any or all of such Borrower’s the Borrowers' accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (cd) Any Except as otherwise provided herein with respect to Eurodollar Loans, any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation Except as otherwise provided herein, computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Revolving Credit Notes not later than 2:00 p.m. 12:00 P.M. (New York City time time) (except for payments made pursuant to Section 2.7(e) which shall be credited no later than when received by the Agent) on the day when due. Payments made by either Borrower shall be , in Dollars Dollars, to the Agent at its address referred to in Section 14.5 hereof 10.2 in immediately available funds without deduction, withholding, setoff set-off or counterclaim. As soon as practicable after The Agent will, on the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been madeof its receipt thereof, subject to Section 2.1(d)(iii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, principal of or Fees interest on the Loans (other than Swing Loans) or fees with respect to any Loans (other than amounts payable pursuant to Section 2.11, 2.12, 2.13, 2.15, or 2.17(h)) to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders Lenders, in accordance with Section 14.8 hereof ratably to their respective Ratable Portions, for the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender Party to such Lender. The Borrowers’ obligations Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement; PROVIDED, HOWEVER, that payment of principal of the Swing Loans pursuant to Section 2.7(e) need not be distributed by the Agent prior to the Lenders with Settlement Date referred to in Section 2.18. With respect to the Swing Loans, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal of or interest on the Swing Loans to the Swing Bank for the account of its Applicable Lending Office. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.7, from and after the effective date of such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned thereby to the Lender Party 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. Payment received by the Agent after 12:00 P.M. (New York City time) shall be discharged deemed to be received on the next Business Day (except for payments made pursuant to Section 2.7(e) which shall be credited no later than when received by making such payments the Agent). Prior to the Agent distribution of any funds to any Lender Party pursuant to this Section 2.4(a) or if not timely paid or any Event 2.14, the Agent shall use its best efforts to notify such Lender Party of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch distribution. (b) Each Upon the occurrence of a Default, an Event of Default or a Triggering Condition, all amounts on deposit in each of the Blocked Account and the Cash Collateral Account shall be applied by the Agent against the outstanding balance of the Obligations in accordance with Section 2.7(d); PROVIDED, HOWEVER, that in no event shall any amount be required to be applied by the Agent against the outstanding balance of the Obligations unless and until such amount shall have been credited in immediately available funds to the Blocked Account or the Cash Collateral Account. (c) The Borrower hereby authorizes each Lender Party, if and to the extent payment owed to such Lender Party is not made when due hereunder, to charge from time to time against any or all of such the Borrower’s 's accounts with such Lender Party any amount so due or to treat any amounts due hereunder as having been paid by proceeds of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.Revolving

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at its address referred to in Section 14.5 hereof in immediately available funds without deduction1 HSBC Center – 26th Floor, withholdingBuff▇▇▇, setoff or counterclaim▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇: ▇▇▇▇▇ ▇. As soon as practicable after the Agent receives payment from either BorrowerRiley, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the ▇▇ ▇▇▇▇ ▇▇▇ ▇▇nds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, Duration Fee, Commitment Fees or Fees Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.12, Section 2.13 or 2.17 and except that (i) any Bank may receive less than its ratable share of interest to the Agent extent Section 8.06 is applicable to reimburse it, (ii) if the Agent and Stated Termination Date for all Banks is not the Issuing Bank for fees and expenses payable solely to them same, then principal payments due pursuant to Article IV hereofSection 2.06(a) or expenses payable in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), and (iii) if, in respect of any Change in Control, not all Banks are Exercising Banks, then payments due from the Borrower pursuant to Section 2.22 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Agent and Banks for the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Bank to such LenderBank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.08(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 Lenders with respect Bank assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Agent, the Borrower shall notify the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingBorrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply. (b) Each Borrower hereby authorizes each Lender All computations of interest based on the Base Rate (except during such times as the Base Rate is determined pursuant to charge from time to time against any or all of such Borrower’s accounts with such Lender any clause (c) of the Obligations definition thereof), of Commitment Fees and of Letter of Credit fees 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 Federal Funds Rate or, during such times as the Base Rate is determined pursuant to clause (c) of the definition thereof, the Base Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Bank, 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 or fees are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof (or in the case of Section 2.07, by a Bank) of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this computation of payment of interest, Commitment Fees and Letter of Credit Agreement to but excluding fees, as the case may be; provided, however, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 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 Banks 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 Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day yearfrom the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder hereunder, irrespective of any right of counterclaim or set-off except with respect to principal of, interest on, and under the Notes other amounts relating to, Advances or Letters of Credit denominated in a Committed Currency, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred the applicable Agent’s Account in same day funds. The Borrower shall make each payment, irrespective of any right of counterclaim or set-off hereunder with respect to principal of, interest on, and other amounts (other than fees) relating to, Advances or Letters of Credit denominated in Section 14.5 hereof in immediately available funds without deductiona Committed Currency, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event not later than one 11:00 A.M. (1at the Payment Office for such Committed Currency) Business Day after on the day when due in such payment has been madeCommitted Currency to the Agent, subject by deposit of such funds to Section 2.1(d)(iii), the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.12, 2.15, 2.20 or 8.04(c)) to the Agent to reimburse Lender Parties for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender Party to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender Party hereunder as a result of a Commitment Increase pursuant to Section 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes All computations of interest based on Citibank’s base rate and of interest on Advances denominated in Sterling 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 or Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest fees or all of such Borrower’s accounts with such Lender any of the Obligations which commissions are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or facility 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 basis 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 any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender Party shall repay to the Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Agent, at (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (e) To the extent that the Agent receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lender Parties in accordance with the terms of this Section 2.14, the Agent shall be entitled to convert or exchange such funds into Dollars or into a 360 day yearCommitted Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.14; provided that the Borrower and each of the Lender Parties hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender Party as a result of any conversion or exchange of currencies affected pursuant to this Section 2.14(f) or as a result of the failure of the Agent to effect any such conversion or exchange, other than any loss, cost or expense applicable to the Agent’s gross negligence or willful misconduct; and provided further that the Borrower agrees to indemnify the Agent and each Lender Party, and hold the Agent and each Lender Party harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender Party for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.14(f), other than any loss, cost or expense applicable to the Agent’s gross negligence or willful misconduct.

Payments and Computations. (a) The Borrowers shall make each payment hereunder and under the Notes not later than 2:00 p.m. New York City 1:00 P.M. Boston, Massachusetts time on the day when due. Payments made by either Borrower the Borrowers shall be in Dollars to the Administrative Agent at its address referred to in Section 14.5 14.4 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. Payments shall be applied, first, with respect to outstanding Swingline Loans and, then, with respect to Revolving Loans. Payments made with respect to the Revolving Loans shall be applied to repay Revolving Loans consisting of Base Rate Loans first and then Revolving Loans consisting of LIBOR Loans. As soon as practicable after the Administrative Agent receives payment from either Borrowerthe Borrowers, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii2.1(d)(ii), the Administrative Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Administrative Agent to reimburse the Administrative Agent and the Issuing Bank Banks for fees and expenses payable solely to them pursuant to Article IV hereof4 hereof and Swingline Loans, together with accrued interest thereon, which shall be distributed solely to the Swingline Lender) or expenses payable to the Administrative Agent and the Lenders in accordance with Section 14.8 14.6 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. The Borrowers’ ' obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Administrative Agent pursuant to this Section 2.4(a2.3(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. (bi) Each Borrower hereby authorizes The Credit Parties, either individually or through the Borrowers, shall have each Lender to charge from time to time against any or all of such Borrower’s accounts with such Lender any established as of the Obligations which are then due Closing Date and payable. Each Lender receiving any payment as thereafter shall maintain one or more lockboxes (each a result "Lockbox") with financial institutions, including Bank of charging any such account shall promptly notify America, selected by the Parent and acceptable to the Administrative Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8. its commercially reasonable judgment (c) Any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.each a

Payments and Computations. (a) The Borrowers Each Borrower shall make each payment required to be made by it hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in US Dollars to the Administrative Agent at its address referred to the Administrative Agent's Account, in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or the Facility Fee ratably (other than amounts payable pursuant to Section 2.02(c), 2.07(c), 2.11, 2.12, 2.14, 2.15, 2.17 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 9.07(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. 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 Administrative Agent's receipt of such Lender. The Borrowers’ obligations 's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.17(d), from and after the applicable Extension Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19, and upon the Administrative Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.19(d), from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect to such payments shall be discharged by making such payments of the interest assumed thereby to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingAssuming Lender. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any or all All computations of such Borrower’s accounts with such Lender any interest that are based on clause (a) of the Obligations definition of "Base Rate" set forth in Section 1.01 and of Facility Fees 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 that are otherwise based on the Eurodollar Rate or that are based on the Federal Funds Rate and of the Applicable Utilization Fee and Letter of Credit commissions 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, fees or commissions are then due and payable. Each Lender receiving any payment as a result determination by the Administrative Agent of charging any such account an interest rate, fee or commission hereunder shall promptly notify the Agent thereof be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fees or commissions, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 immediately preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower required to make any payment hereunder prior to the date on which such payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that 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 such 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 and Letter of Credit commissions 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be presumed correct for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party 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 time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 fees and Letter of Credit commissions 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, fees or 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lender Parties under or in respect of days elapsed over a 360 day yearthis Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lender Parties 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 Administrative Agent (solely in its capacity as Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04, Section 22 of the Security Agreement and any similar section of any of the other Loan 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; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date.

Payments and Computations. (a) The Borrowers Borrower or Borrowing Subsidiary, as the case may be, shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to in Section 14.5 hereof the Administrative Agent’s Account in immediately available funds without deduction, withholding, setoff or counterclaimfunds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied according to the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.15 or an extension of the Termination Date pursuant to Section 2.16, and upon the Administrative Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Administrative Agent shall make all payments hereunder and under the Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with 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 Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender’s assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each of the Borrower and any Borrowing Subsidiary hereby authorizes each Lender, if and to the extent payment owed to such 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 such the Borrower’s or such Borrowing Subsidiary’s, as the case may be, accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on clause (a) of the definition of “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 clause (b) of the definition of “Base Rate”, the Eurodollar Rate, a Quoted Rate or the Federal Funds Rate and of commitment fees and facility 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, commitment fee or facility fee, as the case may be; provided, however, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (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 Rate. (f) The date and amount of actual number of days elapsed over a 360 day yeareach A Advance owing to each Lender, the date on which it is due, the interest rate applicable thereto and any prepayments thereof shall be recorded by the Administrative Agent in the Register, which shall be presumptive evidence thereof, whether or not the same is endorsed on the grid annexed to such Lender’s A Note.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes without condition or deduction for any right of counterclaim, defense, recoupment or set-off, not later than 2:00 p.m. 11:00 a.m. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04, 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.21, 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 the Agent shall treat each Assuming Lender as a Lender under this Agreement and shall make all payments hereunder and under any Notes issued in connection therewith pro rata among the Lenders taking into account the interest assumed thereby by the Assuming Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.08(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 Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest and of fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of three hundred 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 or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Revolving Loans to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) 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 Borrower will not make such payment in full, the Agent may assume that 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 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. (f) Subject to Section 6.04, if the Agent receives funds for application to the Obligations of actual number the Borrower under or in respect of days elapsed over the Loan Documents under circumstances for which the Loan Documents do not specify, or the Borrower does not direct, the Revolving Loans to which, or the manner in which, such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds ratably to the outstanding Obligations, (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 and unreimbursed amounts drawn under Letters of Credit then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and such Letter of Credit obligations then due to such parties. (g) Except to the extent a 360 time of payment of, or period within which payment is required in respect of, any amount payable hereunder or under any of the other Loan Documents is specified in any Loan Document, all amounts payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day yearof each month at any time that Obligations or Commitments are outstanding. Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge all interest, fees, costs, expenses and other amounts payable hereunder or under any of the other Loan Documents when due and payable to the loan account, provided, that, interest and fees (including pursuant to Sections 2.04(a), (b) and (c) and Section 2.07(a)(ii) above shall not be charged to any loan account until three (3) Business Days after Agent has provided Borrower with an invoice for any such amount. Any interest, fees, costs, expenses, or other amounts payable hereunder or under any other Loan Document that are charged to a loan account shall thereupon constitute Loans hereunder and shall initially accrue interest at the rate then applicable to Loans that are Base Rate Revolving Loans (unless and until converted into Eurodollar Rate Revolving Loans in accordance with the terms of this Agreement).

Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notes other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 14.5 hereof in immediately available funds without deductiona Committed Currency, withholdingirrespective of any right of counterclaim or set-off, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event not later than one 11:00 A.M. (1at the Payment Office for such Committed Currency) Business Day after on the day when due in such payment has been madeCommitted Currency to the Agent, subject by deposit of such funds to Section 2.1(d)(iii), the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Appropriate Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender to charge from time to time against any All computations of interest based on Citibank’s announced 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 such Borrower’s accounts with such Lender any interest based on the Eurocurrency Rate, the Federal Funds Rate or clauses (b) and (c) of the Obligations definition of Base Rate and of fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, fees or commissions are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (d) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Appropriate Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 Appropriate Lender on such due date an amount equal to the amount then due such Lender. If and to the extent 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 (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (e) To the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or into a 360 day yearCommitted Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Appropriate Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(e) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(e), absent gross negligence or willful misconduct on the part of the Agent or such Lender, respectively.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18, and upon the Agent's receipt of such Lender. The Borrowers’ obligations 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with 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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 or Letter of Credit commissions 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 12:00 P.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at the Agent's account in same day funds, with payments being received by the Agent after such time being deemed to have been received on the next succeeding Business Day. The Agent will promptly thereafter cause like funds to be distributed (x) if such payment by the Borrower is in respect of principal, interest or any other Obligation then payable hereunder and under the Notes to more than one Bank, to such Banks for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Banks and (y) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Bank, to such Bank for the account of its address referred 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 14.5 hereof in immediately available funds without deduction11.14(d) (Sale or Assignment), withholding, setoff or counterclaim. As soon as practicable from and after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after effective date of such payment has been made, subject to Section 2.1(d)(iii)Assignment and Acceptance, the Agent will cause to be distributed like funds relating shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the payment of principalBank assignee thereunder, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable parties to such Lender. The Borrowers’ obligations to the Lenders with respect Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingeffective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Bank and each of its Affiliates, if and to the extent payment owed to such Bank is not made when due hereunder or, in the case of a Bank, under the Note held by such Bank, to charge from time to time time, to the fullest extent permitted by law, against any or all of such the Borrower’s 's accounts with such Lender Bank or such Affiliate any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on the Prime 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 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 and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest; provided, however, that if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Loans to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Bank 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 such Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each such Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate. (f) If the Agent receives funds for application to the Obligations of actual number the Loan Parties under or in respect of days elapsed over a 360 day yearthe Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each of the Banks in accordance with such Bank's pro rata share of the aggregate principal amount of all Loans outstanding at such time, for application to such principal repayment installments thereof, as the Agent shall direct.

Payments and Computations. (a) The Borrowers shall make each payment hereunder and under the Notes not later than 2:00 p.m. New York City time (Charlotte time) on the day when due. Payments made by either Borrower the Borrowers shall be in U.S. Dollars to the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimfunds. Payments made with respect to the Revolving Loans shall be applied to repay Revolving Loans consisting of Base Rate Loans first and then Revolving Loans consisting of Eurodollar Loans. As soon as practicable after the Agent receives payment from either Borrowerthe Borrowers, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii2.1(d)(ii), the Agent will cause to be distributed like funds relating to the payment of principal, interest, or Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV 4 hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender. , in each case to be distributed and applied in accordance with the terms of subsection (b) or (c) of this Section 2.4. (i) The Borrowers’ obligations , individually or through the Company, shall have each established and shall maintain lockboxes (the "Lockboxes") and shall instruct all account debtors on the Accounts of each Borrower to remit all payments to its respective Lockboxes. All amounts received by the Borrowers from any account debtor, in addition to all other cash received from any other source including but not limited to proceeds from asset sales and judgments, shall be promptly deposited into the applicable Blocked Account (as defined below), the FUCC Cash Collateral #2 Account or, if made by wire transfer, directly to the FUCC Master Account. (ii) Each Borrower, individually or through the Company, the Agent and financial institutions selected by the Company and reasonably acceptable to the Agent (the "Lockbox Banks") shall enter into three party agreements in the form of Exhibit L hereto (the "Blocked Account Agreements"), providing, among other things, for the following: (A) The Borrowers, individually or through the Company, will open and establish for the benefit of the Agent on behalf of the Lenders an account at each Lockbox Bank (each a "Blocked Account"). Notwithstanding the foregoing, in lieu of establishing a Blocked Account with First Union, the FUCC Cash Collateral #2 Account will serve as the Borrowers' Blocked Account with respect to such payments the Lockboxes opened with First Union. (B) All receipts held in the Lockboxes shall be discharged remitted daily to the appropriate Blocked Account or the FUCC Cash Collateral #2 Account, as applicable. Upon the terms and subject to the conditions set forth in the Blocked Account Agreements, all amounts held in the Blocked Accounts with Lockbox Banks other than First Union shall be deposited into the FUCC Cash Collateral #1 Account. (C) All funds deposited into the FUCC Cash Collateral #1 Account on any Business Day shall be transferred to FUCC Master Account and shall be applied by making the Agent on such payments Business Day to reduce the then outstanding balance of the Revolving Loans, to pay Bid Loans then due, and to pay accrued interest thereon; all funds deposited into the FUCC Cash Collateral #2 Account on any Business Day shall be transferred to the FUCC Master Account on the next following Business Day and shall be applied by the Agent to reduce the then outstanding balance of the Revolving Loans, to pay Bid Loans then due and to pay accrued interest thereon, provided, that for the purpose of determining the availability of Revolving Loans hereunder, such funds deposited into the FUCC Cash Collateral #2 Account shall be deemed to have reduced the outstanding Revolving Loans on the Business Day such funds were deposited into such account. All funds received by wire transfer in immediately available funds into the FUCC Master Account shall be applied by the Agent on the Business Day so received to reduce the then outstanding balance of the Revolving Loans, the Bid Loans then due and to pay accrued interest thereon. (iii) The Borrowers may close Lockboxes and/or open new lockboxes with the prior written consent of the Agent (which consent shall not be unreasonably withheld) and subject to prior execution and delivery to the Agent pursuant to of lockbox agreements or blocked account agreements consistent with the provisions of this Section 2.4(a2.4(b) or if not timely paid or any Event of Default then exists, may be added and in form and substance reasonably satisfactory to the principal amount of the Revolving Loans outstandingAgent and its counsel. (bc) Each Borrower After the occurrence and during the continuation of an Event of Default, the Borrowers hereby authorizes authorize each Lender to charge from time to time against any or all of such Borrower’s the Borrowers' accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.82.8 hereof. (cd) Any Notwithstanding the foregoing provisions to the contrary, the Subsidiaries of the Company which conduct substantially all of their business in Canada shall not be required to establish Lockboxes; provided, however, that such Subsidiaries shall not maintain more than the U.S. Dollar equivalent of $2,000,000 in the aggregate in their respective bank accounts. (e) Except as otherwise provided herein with respect to Eurodollar Loans, any payments falling due under this Credit Agreement on a day other than a Business Day shall be due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a 360 day year.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 8.04(b)) to the Agent to reimburse appropriate Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.17, and upon the Administrative Agent's receipt of such Lender. The Borrowers’ obligations '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 Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with 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(c), from and after the date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time against any or all of such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 Fixed Rate, the Eurodollar Rate or the Federal Funds Rate 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 is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or fees, 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.16 or an extension of the Termination Date pursuant to Section 2.17, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Lenders with 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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on the Base Rate and of utilization fee (to the extent such utilization fee relates to Base Rate Advances) 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 or utilization fees (to the extent such utilization fee relates to Eurodollar Advances or 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes Notes, if any, without condition or deduction for counterclaim, defense, recoupment or setoff, not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Office in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or interest or Commitment Fees ratably (other than amounts payable pursuant to Section 2.04(b), 2.11, 2.14 or 8.03(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such LenderLender for the account of its applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.06(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, if any, in respect of the interest assigned thereby to the Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Lender, if and to the extent payment is not made when due hereunder, to charge from time to time against any or all of such the Borrower’s accounts with such Lender any amount so due to such Lender prior to any sharing under Section 2.13. Nothing contained in this subsection (b) shall impair the obligations of any Lender under Section 2.13, the rights of the Obligations which are then due Administrative Agent or any Lender under Section 8.04 or any other rights and payable. Each remedies (including other rights of set-off) that the Administrative Agent or such Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8may have. (c) Any payments falling All computations of interest based on the Base Rate (including when determined by reference to Term SOFR or the Federal Funds 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 Term SOFR and 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 or commitment fees are payable (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 Advance for the day on which the Advance is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes, if any, shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Term SOFR Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 day yearnext preceding Business Day. (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.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.05(b)(ii), 2.12, 2.15 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 2.19, and upon the Agent's receipt of such Lender. The Borrowers’ obligations '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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of fees and Letter of Credit commissions 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. New York City time 12:00 Noon. (Hong Kong time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its Applicable Lending Office (in each case, in accordance with such Lender’s Standing Payment Instruction), in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or all of such Borrower’s accounts with such Lender any of the Obligations which commissions are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the basis 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) To the extent that the Agent receives funds for application to the amounts owing by the Borrower under or in respect of actual number this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of days elapsed over this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that the Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender as a 360 day yearresult of any conversion or exchange of currencies affected pursuant to this Section 2.13(e) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that the Borrower agrees to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(e), absent gross negligence or willful misconduct on the part of the Agent or such Lender, respectively. (f) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Loan Parties under the Loan Documents, the Agent shall apply that payment towards the obligations of the Loan Parties under the Loan Documents in the following order: first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Arrangers under the Loan Documents; second, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; third, in or towards payment pro rata of any principal due but unpaid under this Agreement; and fourth, in or towards payment pro rata of any other sum due but unpaid under the Loan Documents. The Agent shall, if so directed by the Required Lenders, vary the order set out above.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes to the Administrative Agent at the Administrative Agent’s Account in same day funds, without any set-off, recoupment or counterclaim, not later than 2:00 p.m. New York City 12:00 Noon (Local Time) on the due date of such payment (each such payment made after such time on such date to be deemed to have been made on the day when duenext Business Day). Payments made by either Borrower shall be in Dollars to the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or unused commitment fees ratably (other than amounts payable pursuant to Section 2.07(c), 2.16, 2.18 or 2.23) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such LenderLender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance (which shall be discharged by making not include the Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Upon any Assuming ▇▇▇▇▇▇ becoming a Lender hereunder as a result of the Agent effectiveness of a Commitment Increase pursuant to this Section 2.4(a) or if not timely paid or any Event 2.07(c), and upon the Administrative Agent’s receipt of Default then existssuch ▇▇▇▇▇▇’s Assumption Agreement and recording the information contained therein in the Register, may be added to from and after the principal amount Commitment Increase Date, the Administrative Agent shall make all payments hereunder in respect of the Revolving Loans outstandinginterest assumed thereby to such Assuming Lender. (b) Each Borrower hereby authorizes each Lender Subject to charge from time to time against any or all of such Borrower’s accounts with such Lender any the proviso in the definition of the Obligations which are then due and payable. Each Lender receiving term “Maturity Date”, whenever any payment as a result of charging any such account hereunder or under the Notes shall promptly notify the Agent thereof and make such arrangements as the Agent shall request be stated to share the benefit thereof in accordance with Section 2.8. (c) Any payments falling be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or unused commitment fee, as the case may be; provided that, if such extension would cause payment of interest on or principal of Term Benchmark Loan to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (c) 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 yearfrom the date such amount is distributed to such Lender until the date such #96301122v26 Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 12:00 P.M. (New York City time time) on the day when duedue to the Paying Agent at the Paying Agent’s Account in same day funds, with payments being received by the Paying Agent after such time being deemed to have been received on the next succeeding Business Day; provided, that, all payments by the Borrower hereunder with respect to principal and interest on Advances denominated an Alternative Currency shall be made to the Paying Agent, for the account of the Lenders, in such Alternative Currency and in same day funds not later than the Applicable Time specified by the Paying Agent on the dates specified herein. Payments made If, for any reason, the Borrower is prohibited by either any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall be make such payment in Dollars to in the Agent at its address referred to in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimDollar Equivalent the Alternative Currency payment amount. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such LenderLender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Borrowers’ obligations Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date of such Assignment and Assumption, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party 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 time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party or such Affiliate any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on the Prime Rate shall be made by the Paying 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 (including, without limitation, the unused commitment fee payable pursuant to Section 2.08(a)) and Letter of Credit commissions shall be made by the Paying 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, fees or commissions are payable, or, in the case of interest in respect of Advances denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice; provided that in the case of Advances denominated in Canadian Dollars, such rate per annum shall be calculated in accordance with clause (g) below. Each determination by the Paying Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) Unless the Paying Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Paying Agent for the account of actual number the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment, the Paying Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of days elapsed over the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Paying Agent forthwith on demand the amount so distributed to such Lender or an Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Paying Agent, at the greater of the Federal Funds Effective Rate and a 360 day yearrate determined by the Paying Agent in accordance with banking industry rules on interbank compensation. (f) If the Paying Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Paying Agent may, but shall not be obligated to, elect to distribute such funds to each Lender Party ratably in accordance with such Lender Party’s proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender Party, and for application to such principal installments, as the Paying Agent shall direct.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set off (except as otherwise provided in Section 2.12), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed, at the election of the Administrative Agent, to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender, to such Lenders for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding L▇▇▇▇▇ becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.16 and upon the Administrative Agent’s receipt of such L▇▇▇▇▇’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.07(d), from and after the effective date 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 Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each 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 L▇▇▇▇▇, to charge from time to time time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on Citibank’s 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 Term SOFR Reference Rate, Daily Simple SOFR or the Federal Funds Rate 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, fees or 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. (d) Whenever any payment hereunder shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or commitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Adjusted Term SOFR Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to 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) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lenders under or in respect of days elapsed over a 360 day yearthis Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents 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 Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents 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 10.04, Section 20 of the Security Agreement and any similar section of any of the other Loan 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 Administrative Agent and the Lenders under Sections 2.09 and 2.11 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lenders on such date; (iv) fourth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.07(c) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities 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 Loan Documents that is due and payable to the Administrative 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 Administrative 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 Administrative 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 Administrative Agent and the Lenders on such date; (vii) seventh, to the payment of any other accrued and unpaid interest comprising Obligations of the Loan Parties owing under or in respect of the Loan Documents that is due and payable on such date, ratably based upon the respective aggregate amounts of all such interest owing to the respective obligees thereof on such date; and (viii) eighth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the respective obligees thereof on such date.

Payments and Computations. (a) The Borrowers Each 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 a Committed Currency or Committed L/C Currency, not later than 2:00 p.m. 12:00 noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the applicable Agent’s Account in Section 14.5 hereof in immediately available same day funds and without deduction, withholding, setoff set off or counterclaim. As soon as practicable after the Agent receives Each Borrower shall make each payment from either Borrowerhereunder with respect to principal of, but interest on, and other amounts relating to, Advances denominated in no event a Committed Currency, not later than one 9:30 A.M. (1at the Payment Office for such Committed Currency) Business Day after on the day when due in such payment has been madeCommitted Currency to the Agent, subject by deposit of such funds to Section 2.1(d)(iii)the applicable Agent’s Account in same day funds and without deduction, the set off or counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes All computations of interest based on Base Rate or ▇▇▇▇▇ 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 Term SOFR, EURIBOR or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days with twelve 30-day months (or, in each Lender to charge from time to time against any case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), 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, fees or all of such Borrower’s accounts with such Lender any of the Obligations which commissions are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under any Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Term SOFR Advances or ▇▇▇▇▇▇▇ Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (d) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 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 (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. (e) To the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or into a 360 day yearCommitted Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies effected pursuant to this Section 2.13(e) or as a result of the failure of the Agent to effect any such conversion or exchange provided such failure was not a result of gross negligence or willful misconduct on the part of the Agent; and provided further that the applicable Borrower agrees to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, but without duplication, for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(e), provided such losses, costs and expenses were not the result of gross negligence or willful misconduct on the part of the Agent.

Payments and Computations. (a) The Borrowers shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a the establishment of the Additional Term Facility pursuant to Section 2.18, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 and Letter of Credit commissions 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 or fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) 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 such Borrower will not make such payment in full, the Agent may assume that 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 any 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. (f) If the Agent receives funds for application to the obligations of actual number the Borrowers under or in respect of days elapsed over a 360 day yearthe Loan Documents under circumstances for which the Loan Documents do not specify, or the applicable Borrower does not direct, the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s pro rata share of the sum of (A) the aggregate principal amount of all Advances outstanding at such time and (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other obligations then owing to such Lender, and, in the case of any Term Facility, for application to such principal repayment installments thereof, as the Agent shall direct.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set‑off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender, to such Lenders for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding L▇▇▇▇▇ becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such L▇▇▇▇▇’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each 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 L▇▇▇▇▇, to charge from time to time time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on PNC’s 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 Term SOFR Reference Rate, Daily Simple SOFR, or the Federal Funds Open Rate 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, fees or 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or commitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Adjusted Term SOFR Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to 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 Open Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of days elapsed over this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative 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 Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative 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 and any similar section of any of the other Loan 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 Administrative Agent and the Lenders under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lenders on such date; (iv) fourth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the 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 Loan Documents that is due and payable to the Administrative Agent and the Lenders under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative 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 Administrative Agent and the Lenders under Section 2.07(a) on such date or any periodic scheduled payments due under any Guaranteed Hedge Agreement of which the Administrative Agent has received not less than five (5) Business Days’ prior written notice, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lenders on such date; (vii) seventh, to the payment of any other accrued and unpaid interest comprising Obligations of the Loan Parties owing under or in respect of the Loan Documents that is due and payable on such date, ratably based upon the respective aggregate amounts of all such interest owing to the respective obligees thereof on such date; (viii) eighth, to the payment of the principal amount of all of the outstanding Advances and any termination payments due under a 360 day yearGuaranteed Hedge Agreement of which 45 Administrative Agent has received not less than five (5) Business Days’ prior written notice that are due and payable to the Administrative Agent and the Lenders on such date, ratably based upon the respective aggregate amounts of all such Advances and termination payments owing to the Administrative Agent and the Lenders on such date; and (ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the Lenders on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the respective obligees thereof on such date.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 1:00 P.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Administrative Agent at its address referred to in Section 14.5 hereof 8.02 in same day funds. Subject to the immediately available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii)succeeding sentence, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10 or 2.12 or, to the Agent to reimburse extent the Agent and Termination Date is not the Issuing Bank same for fees and expenses payable solely to them all Lenders, pursuant to Article IV hereofSection 2.06(a)) or expenses payable to the Agent and Lenders for the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective 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 Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding Advances (other than amounts payable pursuant to such Lender. The Borrowers’ obligations Section 2.10 or 2.12) to the Lenders with for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 Adjusted Eurodollar Rate, the Federal Funds Rate or the Fixed Rate and of commitment fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any 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 all of such Borrower’s accounts with such Lender any of the Obligations which fees are then due and payable. Each Lender receiving any payment as a result determination by the Administrative Agent of charging any such account an interest rate hereunder shall promptly notify the Agent thereof be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes. absent manifest error. (c) Any payments falling Whenever any payment hereunder shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 1:00 P.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent's receipt of such Lender. The Borrowers’ obligations '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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or all of such Borrower’s accounts with such Lender any of the Obligations which commissions are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fees or commissions, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 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 yearfrom 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 Borrowers Each Borrower shall make each payment hereunder and under the Notes any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the applicable Agent’s Account in Section 14.5 hereof in immediately available same day funds without deductionset-off, withholdingcounterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, setoff or counterclaim. As soon as practicable after interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent receives payment from either Borrowerin same day funds by deposit of such funds to the applicable Agent’s Account without set-off, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Fees Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes All computations of interest based on the Base Rate and of commitment fees 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 on Swing Line Advances or based on the Eurocurrency Rate (including the Overnight Eurocurrency Rate) or the Federal Funds Rate and of Letter of Credit fees shall be made by the Agent on the basis of a year of 360 days and all computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive Bid Borrowing (or, in each Lender to charge from time to time against any case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), 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, commitment fees or all Letter of such Borrower’s accounts with such Lender any of the Obligations which Credit fees are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this computation of payment of interest, commitment fee or Letter of Credit Agreement to but excluding fee, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (d) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 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 (i) the Federal Funds Rate in the case of actual number Advances denominated in Dollars or (ii) the cost of days elapsed over a 360 day yearfunds incurred by the Agent in respect of such amount in the case of Advances denominated in Foreign Currencies.

Payments and Computations. (a) The Borrowers All payments of principal of and interest on each Loan in a particular Currency shall make be made in such Currency except all payments of principal of and interest on each Letter of Credit Loan denominated in an Alternate Currency shall be made in Dollars in the Dollar Equivalent of the Alternate Currency payment hereunder amount. (i) All payments of principal of and interest on the Loans and all other amounts whatsoever payable by a Borrower under this Agreement and the Notes other Loan Documents shall be made in Same Day Funds, without condition or deduction for any setoff, defense, recoupment or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 2:00 p.m. 11:00 A.M. (New York City time time) (in the case of amounts payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due. Payments , provided that, without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States, and, if, for any reason, any Borrower is prohibited by any law from making any required payment hereunder in an Alternate Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternate Currency payment amount; provided further that if a new Loan is to be made by either any Lender to any Borrower on a date on which such Borrower is to repay any principal of an outstanding Loan of such Lender in the same Currency, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be in Dollars made available by such Lender to the Administrative Agent at its address referred as provided in Article III or paid by such Borrower to in the Administrative Agent pursuant to this Section 14.5 hereof in immediately available funds without deduction2.11, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one case may be. (1ii) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or fees ratably (other than amounts payable pursuant to Section 2.02, 2.09(d), 2.12, 2.15(c) or 3.05) to the Agent to reimburse Lenders entitled thereto for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to such Lender. The Borrowers’ obligations to the Lenders with respect any Lender to such payments shall Lender for the account of its Applicable Lending Office, in each case to be discharged by making such payments to applied in accordance with the Agent pursuant to terms of this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingAgreement. (biii) Each Borrower hereby authorizes each Lender to charge from time to time against any or all Upon its acceptance of such Borrower’s accounts with such Lender any an Acceptance and recording of the Obligations which are then due information contained therein in the Register pursuant to Section 9.07(d), from and payable. Each after the effective date specified in such Acceptance the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned or assumed thereby to the Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements assignee or New Lender thereunder (as the Agent case may be). The parties to each Assignment and Acceptance shall request make all appropriate adjustments in such payments for periods prior to share the benefit thereof in accordance with Section 2.8such effective date directly between themselves. (c) Any payments falling All computations of interest based on the Eurocurrency Rate (other than with respect to Base Rate Loans) will be made by the Administrative Agent on the basis of a year of 360 days, except that (i) with respect to any Loan denominated in Sterling such computations will be made by the Administrative Agent on the basis of a year of 365 days and (ii) with respect to any Loan denominated in an Alternate Currency (other than Sterling, Canadian Dollars and Euro) such computations will be made by the Administrative Agent in FOURTH AMENDED AND RESTATED CREDIT AGREEMENT accordance with market practice for such Alternate Currency, 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 interest in respect of Base Rate Loans and of facility fees and letter of credit commission will be made 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 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. (d) Whenever any payment hereunder or under the other Loan Documents shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, facility fee, or letter of credit commission, as the case may be; provided, however, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurocurrency Rate Loans to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that 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 relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that 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. (f) Anything in Sections 2.07 or 2.08 to the contrary notwithstanding, and without prejudice to Sections 2.08(b) or 7.01(a), if any Borrower shall fail to pay any principal or interest denominated in an Alternate Currency within one Business Day after the due date therefor in the case of actual number principal and three Business Days after the due date therefor in the case of days elapsed over interest (without giving effect to any acceleration of maturity under Article VII), the amount so in default shall automatically be redenominated in Dollars on the day one Business Day after the due date therefor in the case of a 360 day yearprincipal payment and three Business Days after the due date therefor in the case of an interest payment in an amount equal to the Dollar Equivalent of such principal or interest.

Payments and Computations. (a) The Borrowers Borrower or Borrowing Subsidiary, as the case may be, shall make each payment hereunder and under the any Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to in Section 14.5 hereof the Administrative Agent’s Account in immediately available funds without deduction, withholding, setoff or counterclaimfunds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied according to the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.15 or an extension of the Termination Date pursuant to Section 2.16, and upon the Administrative Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with 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 Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender’s assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each of the Borrower and any Borrowing Subsidiary hereby authorizes each Lender, if and to the extent payment owed to such 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 such the Borrower’s or such Borrowing Subsidiary’s, as the case may be, accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on clause (a) of the definition of “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 clause (b) of the definition of “Base Rate”, the Eurodollar Rate, a Quoted Rate or the Federal Funds Rate and of commitment fees and facility 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 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. (d) Whenever any payment hereunder or under any Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, commitment fee or facility fee, as the case may be; provided, however, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (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 yearfrom 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. (a1) The Borrowers shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be in Dollars due to the Agent at its address referred the Agent’s Account in same day funds and all payments to in Section 14.5 hereof in immediately available funds be made by the Borrowers or any of them hereunder shall be made free and clear of and without deductioncondition or deduction for any counterclaim, withholdingdefense, setoff recoupment or counterclaimsetoff. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.04, 2.11, 2.14 or 8.04(e)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Revolving Credit Commitment Increase pursuant to Section 2.18, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Incremental Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (ba) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such 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 such Borrower’s accounts with such Lender any amount so due. (b) All computations of interest based on the Obligations 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 Federal Funds Rate, or in respect of facility fees, Letter of Credit commissions, or any other fees 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, fees or commissions are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify determination by the Agent thereof of an interest rate hereunder shall be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under any Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (d) Unless the Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuing Bank hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 or the Issuing Bank, as the case may be, on such due date an amount equal to the amount then due such Lender or the Issuing Bank. If and to the extent the applicable Borrower shall not have so made such payment in full to the Agent, each Lender or the Issuing Bank, as the case may be, severally shall repay to the Agent forthwith on demand such amount distributed to such Lender or the Issuing Bank, in immediately available funds, 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 greater of the Federal Funds Rate and a rate determined by the NAI-1502274953v9 Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Lender, the Issuing Bank or the Borrowers with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error. (e) If, as a result of any restatement of or other adjustment to the financial statements of the Holding Company and its Subsidiaries or for any other reason, the Borrowers, or the Lenders determine that (i) the Consolidated Debt Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Debt Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders or the Issuing Bank, as the case may be, promptly on demand by the Agent (or, after the occurrence of an actual number or deemed entry of days elapsed an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Agent, any Lender or the Issuing Bank, as the case may be, under any provision of this Agreement to payment of any obligations hereunder at a 360 day yearrate equal to 2% per annum above the rate per annum required to be paid on such Advance or under Article VI. Each Borrower’s obligations under this paragraph shall survive the termination of the aggregate Commitments and the repayment of all other debts, liabilities and obligations hereunder and under the other Loan Documents. (f) If any Lender makes available to the Agent funds for any Advance to be made by such Lender as provided in this Article II, and such funds are not made available to the Borrowers by the Agent because the conditions to the applicable Borrowing or other extension of credit set forth in Article III are not satisfied or waived in accordance with the terms hereof, the Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (g) The obligations of the Lenders hereunder to make Advances, to fund participations in Letters of Credit and Swingline Advances and to make payments pursuant to Section 8.04(c) are several and not joint. The failure of any Lender to make any Advance, to fund any such participation or to make any payment under Section 8.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Advance, to purchase its participation or to make its payment under Section 8.04(c).

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.21 or an extension of the Commitments pursuant to Section 2.22 and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or extension date, as applicable, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption, 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 payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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, the Federal Funds Rate or One Month LIBOR and of fees and Letter of Credit commissions 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set‑off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding ▇▇▇▇▇▇ becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such ▇▇▇▇▇▇’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (ba) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such ▇▇▇▇▇▇, to charge from time to time time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party any amount so due. (b) All computations of interest based on Citibank’s base rate shall be made by the Obligations 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 Term SOFR Reference Rate, Daily Simple SOFR or the Federal Funds Rate and of fees and Letter of Credit commissions 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, fees or commissions are then due and payable. Each Lender receiving any payment as a result determination by the Administrative Agent of charging any such account an interest rate, fee or commission hereunder shall promptly notify the Agent thereof be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent manifest error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or commitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Adjusted Term SOFR Advances to be made in the next following calendar month, such payment shall be made on the basis 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 any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. (e) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lender Parties under or in respect of days elapsed over this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lender Parties 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 Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04 and any similar section of any of the other Loan 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; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Sections 2.08(a) and 2.08(b)(i) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date or any periodic scheduled payments due under any Guaranteed Hedge Agreement of which the Administrative Agent has received not less than five (5) Business Days’ prior written notice, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations of the Loan Parties owing under or in respect of the Loan Documents that is due and payable on such date, ratably based upon the respective aggregate amounts of all such interest owing to the respective obligees thereof on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances and any termination payments due under a 360 day yearGuaranteed Hedge Agreement of which Administrative Agent has received not less than five (5) Business Days’ prior written notice that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the L/C Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the respective obligees thereof on such date.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 3:00 P.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees 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 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 3:00 p.m. New York City time (Pittsburgh, Pennsylvania time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or interest or Commitment Fees ratably (other than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c), as provided in Section 2.21 or the payment to an Issuing Lender of its fronting fees) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming ▇▇▇▇▇▇ becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19, and upon the Agent’s receipt of such ▇▇▇▇▇▇’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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. The Borrowers’ obligations Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(b), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Assumption shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender and each Issuing Lender, if and to the extent payment owed to such Lender or such Issuing 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 such the Borrower’s accounts with such Lender or such Issuing Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling due 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 Term SOFR Rate, the Federal Funds Rate or the Overnight Bank Funding Rate and of Commitment Fees, Letter of Credit Fees and fronting fees 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, Commitment Fees, Letter of Credit Fees or fronting fees are payable. Each determination by the Agent of an interest rate or component thereof under this Credit Agreement shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest or fees (including Commitment Fees, Letter of Credit Fees and fees hereunder fronting fees), as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Term SOFR Rate Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) 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 greater of actual number of days elapsed over the Federal Funds Rate and a 360 day yearrate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Paying Agent at its address referred to the Paying Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or Fees interest or facility fees ratably (other than amounts payable pursuant to Section 2.03(b), 2.10, 2.13, 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 Revolver Termination Date pursuant to Section 2.15, and upon the Paying Agent's receipt of such Lender. The Borrowers’ obligations 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Extension Date, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders with 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(e), from and after the effective date specified in such Assignment and Acceptance, the Paying 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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s 's accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest and facility fees shall be made by the Paying 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, facility fees or commissions are payable. Each determination by the Paying Agent of an interest rate, facility fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) Unless the Paying 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 Paying Agent may assume that the Borrower has made such payment in full to the Paying Agent on such date and the Paying 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 Paying Agent, each Lender shall repay to the Paying Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day yearfrom the date such amount is distributed to such Lender until the date such Lender repays such amount to the Paying Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party 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 time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on part (a) of the definition of 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 RateTerm SOFR, Daily Simple SOFR or the Federal Funds Rate and of fees and Letter of Credit commissions 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, fees or 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder or commitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar RateTerm SOFR Advances to be made in the next following calendar month, such payment shall be made on the basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lender Parties under or in respect of days elapsed over this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lender Parties 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 Administrative Agent (solely in its capacity as Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04, Section 20 of the Security Agreement, Section 17 of the Pledge Agreement and any similar section of any of the other Loan 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; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date or any periodic scheduled payments due under any Guaranteed Hedge Agreement of which Administrative Agent has received not less than five (5) Business Days prior written notice, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances and any termination payments due under a 360 day yearGuaranteed Hedge Agreement of which Administrative Agent has received not less than five (5) Business Days prior written notice that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Lender Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Lender Parties on such date. For the avoidance of doubt, any proceeds of Collateral received by the Administrative Agent for application to the Facility pursuant to Section 2.01(a) of the Intercreditor Agreement shall be distributed in accordance with this Section 2.11(f).

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 2:00 p.m. 12:00 Noon (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 14.5 hereof in immediately available funds without deductionsame day funds, withholding, setoff or counterclaim. As soon as practicable after with payments being received by the Administrative Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has time being deemed to have been made, subject to Section 2.1(d)(iii), received on the next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other Obligation then payable hereunder and under the Notes to more than amounts payable one Lender Party, to such Lender Parties for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts of any other amounts such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender Party assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party 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 time, to the fullest extent permitted by law, against any or all of such the Borrower’s accounts with such Lender Party any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling All computations of interest based on part (a) of the definition of 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 fees and Letter of Credit commissions 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, fees or 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. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 basis next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party 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 Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. (f) Whenever any payment received by the Administrative Agent under this Agreement or any of actual number the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lender Parties under or in respect of days elapsed over this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lender Parties 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 Administrative Agent (solely in its capacity as Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; (iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04, and any similar section of any of the other Loan 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; (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; (vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date or any periodic scheduled payments due under any Guaranteed Hedge Agreement of which Administrative Agent has received not less than five (5) Business Days prior written notice, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (viii) eighth, to the payment of any other accrued and unpaid interest comprising Obligations that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date; (ix) ninth, to the payment of the principal amount of all of the outstanding Advances and any termination payments due under a 360 day yearGuaranteed Hedge Agreement of which Administrative Agent has received not less than five (5) Business Days prior written notice that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and (x) tenth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Lender Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Lender Parties on such date.

Payments and Computations. (a) The Borrowers Each Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’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 Lenders with Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes 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 such Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8amount so due. (c) Any payments falling 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 and Letter of Credit commissions 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (e) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that 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 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 yearfrom 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 Borrowers Borrower shall make each payment hereunder and under the Notes not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent's Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal, interest, commitment fees or Fees (any other obligation then payable hereunder and under the Notes to more than amounts payable one Lender, to such Lenders for the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders account of their respective Applicable Lending Offices ratably in accordance with Section 14.8 hereof ratably to the Lenders, and like funds relating to the payment amounts 48 44 of any other amounts such respective obligations then payable to such Lenders and (ii) if such payment by the Borrower is in respect of any obligation then payable hereunder to one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender's becoming a Lender hereunder as a result of an extension of the Revolver Termination Date pursuant to Section 2.18 or as a result of a Commitment Increase pursuant to Section 2.19, and upon the Administrative 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 or Increase Date, as the case may be, the Administrative Agent shall make all payments hereunder and under the Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. The Borrowers’ obligations Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date 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 Lenders with respect Lender assignee thereunder, and the parties to such payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each Borrower hereby authorizes All computations of interest and fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each Lender to charge from time to time against any case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or all of such Borrower’s accounts with such Lender any of the Obligations which commissions are then due and payable. Each Lender receiving any payment as a result determination by the Administrative Agent of charging any such account an interest rate, fee or commission hereunder shall promptly notify the Agent thereof be conclusive and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.8binding for all purposes, absent demonstrable error. (c) Any payments falling Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Computation computation of payment of interest and fees hereunder 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 or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the basis of actual number of days elapsed over a 360 next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any 49 45 payment is due to 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 yearfrom 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) 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 shall apply such funds to prepay Working Capital Advances (but not reduce the Commitments).

Payments and Computations. (a) The Borrowers Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 2:00 p.m. 11:00 A.M. (New York City time time) on the day when due. Payments made by either Borrower shall be due in Dollars U.S. dollars to the Agent at its address referred to the Agent’s Account in Section 14.5 hereof in immediately available funds without deduction, withholding, setoff or counterclaimsame day funds. As soon as practicable after the Agent receives payment from either Borrower, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(iii), the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, fees or Fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.05(b)(ii), 2.12, 2.15 or 8.04(c)) to the Agent to reimburse Lenders for the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Article IV hereof) or expenses payable to the Agent and the Lenders in accordance with Section 14.8 hereof ratably to the Lendersaccount of their respective Applicable Lending Offices, and like funds relating to the payment of any other amounts amount payable to any Lender to such Lender for the account of its 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 a Commitment Increase pursuant to Section 2.19, and upon the Agent’s receipt of such Lender. The Borrowers’ obligations ’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase 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 Lenders with 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(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 payments Assignment and Acceptance shall be discharged by making make all appropriate adjustments in such payments for periods prior to the Agent pursuant to this Section 2.4(a) or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstandingsuch effective date directly between themselves. (b) Each The Borrower hereby authorizes 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 such the Borrower’s accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment amount so due, as a result of charging any such account shall promptly notify the Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with permitted by Section 2.88.05. (c) Any payments falling 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 LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of fees and Letter of Credit commissions 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, fees or commissions are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due under this Credit Agreement on a day other than a Business Day Day, such payment shall be due and payable made on the next succeeding Business Day Day, and such extension of time shall accrue interest at in such case be included in the applicable interest rate provided for in this Credit Agreement to but excluding computation of payment of interest, fee or commission, as the case may be; provided, however, that, if such Business Day. Computation extension would cause payment of interest and fees hereunder 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 basis of actual number of days elapsed over a 360 next preceding Business Day. (e) 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 yearfrom 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.