Common use of Payments by the Borrowers Clause in Contracts

Payments by the Borrowers. The applicable Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.17, 2.13 2.18 or 2.142.19, or otherwise) or under any other Loan Document (except as otherwise expressly provided therein) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-set off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at an account maintained with the Administrative Agent as followsnotified to the Company and the Lenders, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.17, 2.132.18, 2.14 2.19 and 10.03 10.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder and under any other Loan Document shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Each Borrower shall shall, severally and not jointly, make each payment required to be made by it such Borrower hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or under Section 2.122.14, 2.13 2.15 or 2.142.16, or otherwise) or under any other Loan Document to which such Borrower is a party (except to the extent otherwise provided therein) prior to 12:00 noon2:00 p.m., New York City timeLocal Time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that as otherwise expressly provided in the relevant Loan Document to which such Borrower is a party and except payments to be made directly to an Issuing Bank as expressly provided herein and payments pursuant to Sections 2.122.14, 2.132.15, 2.14 2.16 and 10.03 9.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement (including commitment fees, payments hereunder required under Section 2.14, and payments required under Section 2.15 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15 or any reimbursement or cash collateralization of any LC Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if a Borrower shall fail to pay any principal of any Loan made to such Borrower or LC Disbursement with respect to such Borrower when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan or such LC Disbursement shall, if such Loan or such LC Disbursement is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if a Borrower shall fail to pay any interest on any Loan made to such Borrower or LC Disbursement with respect to such Borrower that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars or on the applicable Multicurrencydue date therefor (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by it hereunder (whether of principalthe Borrowers under this Agreement, interest the Notes or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when dueany other Loan Document shall be made in Dollars, in immediately available funds, without set-off setoff, deduction or counterclaim; provided that if a new Revolving , to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be made applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Revolving Lender on a date the applicable Borrower is Note shall be paid to repay any principal of an outstanding Revolving Loan of such Lender by wire transfer of immediately available funds in accordance with 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 made available wiring instructions provided by such Revolving Lender to the Administrative Agent as from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided in Section 2.04 or paid by such Borrower Issuing Bank to the Administrative Agent pursuant from time to this paragraphtime, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding within one Business Day for purposes of calculating interest thereon. All receipt of such payments shall be made to amounts, the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly pay interest on such amount until paid at a rate per annum equal to the Persons entitled thereto Federal Funds Rate from time to time in accordance with effect. If the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account due date of any payment under this Agreement or any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due Loan Document would otherwise fall on a day that which is not a Business Day, the Day such date for payment shall be extended to the next succeeding Business Day andand interest shall continue to accrue at the rate, in the case of any if any, applicable to such payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.16, 2.13 2.17 or 2.142.18, or otherwise) or under any other Loan Document (except as otherwise expressly provided therein) prior to 12:00 noon1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-set off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at an account maintained with the Administrative Agent as followsnotified to the Company and the Lenders, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Lenders or Swingline Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.16, 2.132.17, 2.14 2.18 and 10.03 10.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder and under any other Loan Document shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Appropriate Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to such Agent (or under such other address as such the Appropriate Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars with respect to US Obligations and CDN $ or 2.14Dollars with respect to Canadian Obligations, or otherwise) prior to 12:00 noon, New York City time, based on the date when duecurrency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than noon (Chicago time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after by an Agent later than noon (Chicago time) may in such time on any date may, in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of the Obligations of such Borrower and any proceeds of Collateral with respect thereto. All such payments US Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be made a Base Rate Loan and which may be a US Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the Administrative US Borrower, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. Canadian Borrower hereby authorizes Canadian Agent as followsand each Canadian Lender to make a Canadian Revolving Loan (which shall be a Base Rate Loan and which may be a Canadian Swing Loan) to pay (i) interest, except that payments principal of Canadian Loans, Canadian L/C Reimbursement Obligations, and Canadian Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the Canadian Borrower, other fees, costs or expenses payable by the Canadian Borrower or any of its Subsidiaries hereunder or under the other Loan Documents; provided, nothing in this subsection 1.10(a) shall be deemed to limit or impair Borrowers’ rights to dispute any Credit Party’s obligation to pay fees, costs or expenses pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablethis Agreement.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.14, 2.13 2.15 or 2.142.16, or otherwise) or under any other Loan Document (except as otherwise expressly provided therein) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-set off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at an account maintained with the Administrative Agent as followsnotified to the Company and the Lenders, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Lenders or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.14 2.16 and 10.03 10.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder and under any other Loan Document shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or under such other address as Administrative Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars with respect to U.S. Obligations or 2.14Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations and by wire transfer or otherwise) prior to 12:00 noonACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided later than 1:00 p.m. (New York time) may in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, ’s discretion be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Administrative Agent and each Lender to make a Revolving Loan (which shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars Base Rate Loan or the applicable MulticurrencyCanadian Index Rate Loan, as applicable, and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Applicable Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim, withholding or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), Unused Commitment Fees, Letter of Credit Fees and fees payable to Agent pursuant to the Administrative Agent as followsFee Letter owing by the Borrowers on the date due, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly or (ii) after ten (10) days prior notice to the Persons entitled thereto in accordance with Borrower Representative, other fees, costs or expenses payable by such Borrower or any of its Subsidiaries hereunder or under the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees, Letter of Credit Fees, and other fees, costs and expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Administrative Agent as followsother Loan Documents, except that payments pursuant to Sections 2.12in each instance, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicabledue.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan) to pay (i) interest, principal, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Each Borrower shall make each payment ------------------------- required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.13, 2.13 2.14 or 2.142.15, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Lender as expressly provided herein and payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15 and 10.03 10.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement (including commitment fees, payments hereunder required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if a Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be made payable on demand; and if a Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars or on the applicable Multicurrencydue date therefor (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16, 2.18(b) and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, to the Administrative Agent as followsextent not paid on the date due, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly or (ii) after five (5) days’ prior notice to the Persons entitled thereto in accordance with Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when 5-Year Credit Agreement due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether any Borrower on account of principal, interest or feesinterest, or drawings under Section 2.12Letters of Credit, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, fees and other amounts required hereunder shall be made without set-off or counterclaim; counterclaim and shall, except as otherwise expressly provided that if a new Revolving Loan is with respect to drawings under Letters of Credit and elsewhere herein, be made by to the Agent for the ratable account of the Banks at the Agent's Payment Office identified on SCHEDULE 9.01 or such other office as the Agent shall specify to the Borrowers' Agent in writing, with respect to principal of, interest on, and other amounts relating to, any Revolving Lender on a date the applicable Borrower is to repay Offshore Currency Loan, or any principal of other Obligation payable in an outstanding Revolving Loan of such Lender Offshore Currency, in the same currencyOffshore Currency in which such Offshore Currency Loan or other Obligation is denominated or payable, such Lender shall apply the proceeds of such new Loan and, with respect 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 all other amounts payable hereunder, except as otherwise expressly provided herein, in Dollars. Such payments shall be made available in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than such time on the date specified herein as may be determined by the Agent to be necessary for such Revolving Lender payment to be credited on such date in accordance with normal banking procedures in the Administrative place of payment, and (ii) in the case of any Dollar payments, no later than 11:00 a.m. (San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Applicable Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds and currency as received. Any payment which is received by the Agent later than 11:00 a.m. (San Francisco time) (in the case of any Dollar payments) or later than the time specified by the Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, Offshore Currency payments) shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableaccrue.

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.22(b), 2.13 Section 2.26 or 2.14Section 2.28, or otherwise) prior to 12:00 noon1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx, except payments to be made directly to an Issuing Lender or a Swingline Lender as follows, expressly provided herein and except that payments pursuant to Sections 2.12Section 2.22(b), 2.13Section 2.26, 2.14 Section 2.28 and 10.03 Section 10.04 shall be made directly to the Persons entitled thereto in accordance with and payments pursuant to other Loan Documents shall be made to the appropriate payment instructions listed on Schedule IXPersons specified therein. The Administrative Agent shall distribute any such payments received by it for the ​ 4879-0244-9248v.777 US 9692390v.1 CHA715/20025 account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Loan Document (other than payments with respect to EurocurrencyTerm Benchmark Borrowings) shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, if any payment due with respect to EurocurrencyTerm Benchmark Borrowings shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event, the date of such payment shall be on the last Business Day of subject calendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder under each Loan Document shall be made in Dollars or the applicable Multicurrency, as applicabledollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 2:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 2:00 p.m. (New York time) may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to the Administrative Agent as followspay (i) interest, except that payments pursuant to Sections 2.12principal (including Swing Loans), 2.13L/C Reimbursement Obligations, 2.14 agent fees, Unused Commitment Fees and 10.03 shall be made directly to the Persons entitled thereto Letter of Credit Fees, in accordance with the appropriate payment instructions listed each instance, on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended due, or (ii) after five days’ prior written notice to Borrower Representative (including by electronic mail), other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableother Loan Documents.

Payments by the Borrowers. The applicable Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXVIII. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Except as otherwise provided in Section 10.1, all payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set‑off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent and for the ratable account of the Persons holding the applicable Obligations at the address for payment, including wire instructions, as Agent may from time to time specify in writing to Borrower Representative in accordance with Section 10.2, including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or under Section 2.12ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments shall be made Each Borrower hereby authorizes Agent, from time to time without prior notice to any Borrower, to charge the Loan Account (as a Revolving Loan that is a Base Rate Loan) to pay (i) interest, principal, L/C Reimbursement Obligations, fees payable under the Fee Letter, and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Borrower shall make each payment required All payments to be made by it any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder shall be paid not later than 1:00 p.m. Eastern time (whether or, in the case of principalan Alternative Currency, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwisethe Applicable Time) prior to 12:00 noon, New York City time, on the date when due, in Dollars and in Federal or other funds immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid at the account designated by such Borrower it by notice to the Administrative Agent pursuant to this paragraph, as the case may beapplicable Borrower. Any amounts Payments received after such 1:00 p.m. Eastern time on any date may(or, in the discretion case of an Alternative Currency, the Administrative Agent, Applicable Time) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating Day, and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXaccrue. The Administrative Agent shall may, in its sole discretion, distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following applicable Lenders on the date of receipt thereof, if such payment is received prior to 1:00 p.m. Eastern time (or, in the case of an Alternative Currency, the Applicable Time); otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and(and such extension of time shall be reflected in computing interest or fees, as the case may be), unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment accruing interestof principal is extended by operation of Law or otherwise, interest thereon shall be payable for the period of such extensionextended time. All payments If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall be made make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount) and without setoff or the applicable Multicurrency, as applicablecounterclaim.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Except as otherwise provided in Section 10.1, all payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) Table of Contents may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.13, Section 2.14 or Section 2.15, or otherwise), or under Section 2.12any other Loan Document (except to the extent otherwise provided therein), 2.13 or 2.14, or otherwise) prior to 12:00 noon2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, except that as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to an Issuing Lender or a Swingline Lender as expressly provided herein and payments pursuant to Sections 2.12, Section 2.13, 2.14 Section 2.14, Section 2.15 and 10.03 Section 9.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Dollars; provided that (i) all fees, interest and other amounts contemplated by Section 2.11(c) or Section 2.11(d), reimbursements of AUD LC Disbursements and cash collateralization of AUD LC Exposure shall be payable in Australian Dollars and (ii) any amounts payable under Section 2.13, Section 2.15 or Section 9.03 to any AUD LC Facility Lender or any AUD LC Issuer or in respect of any Australian LC Facility Commitment, any AUD LC Exposure or any AUD LC, shall be payable in either Dollars or the applicable MulticurrencyAustralian Dollars, as applicableelected by the Person entitled to such payment.

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.13, Section 2.14 or Section 2.15, or otherwise), or under Section 2.12any other Loan Document (except to the extent otherwise provided therein), 2.13 or 2.14, or otherwise) prior to 12:00 noon2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsAgent, except that as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to an Issuing Lender or the Swingline Lender as expressly provided herein and payments pursuant to Sections 2.12, Section 2.13, 2.14 Section 2.14, Section 2.15 and 10.03 Section 9.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder (other than a payment of principal or interest on any Loan or the Prepayment Premium) shall be due on a day that is not a Business Day, the date for payment shall be extended the next preceding Business Day. All amounts owing hereunder or under any other Loan Document (except to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon extent otherwise provided herein or therein) shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required All payments to be made by it any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder shall be paid not later than 1:00 P.M. Eastern time (whether or, in the case of principalan Alternative Currency, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwisethe Applicable Time) prior to 12:00 noon, New York City time, on the date when due, in Dollars and in Federal or other funds immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid at the account designated by such Borrower it by notice to the Administrative Agent pursuant to this paragraph, as the case may beapplicable Borrower. Any amounts Payments received after such 1:00 P.M. Eastern time on any date may(or, in the discretion case of an Alternative Currency, the Administrative Agent, Applicable Time) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating Day, and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXaccrue. The Administrative Agent shall may, in its sole discretion, distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following applicable Lenders on the date of receipt thereof, if such payment is received prior to 1:00 P.M. Eastern time (or, in the case of an Alternative Currency, the Applicable Time); otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and(and such extension of time shall be reflected in computing interest or fees, as the case may be), unless (in the case of Eurodollar Table of Contents Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment accruing interestof principal is extended by operation of Law or otherwise, interest thereon shall be payable for the period of such extensionextended time. All payments If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall be made make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount) and without setoff or the applicable Multicurrency, as applicablecounterclaim.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan) to pay (i) interest, L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest or feesand fees shall be made without deduction, or under Section 2.12withholding, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is counterclaim and (except with respect to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 Swingline Loans) shall be made available by such Revolving Lender to the Administrative Agent Agent, for the account of the Banks (except as otherwise provided in the Fee Letter or in Section 2.04 5.3 or paid by 5.9), at the Principal Office of the Agent in New York, New York, in Dollars and in immediately available funds no later than 11:00 a.m. The Agent shall distribute such Borrower payments to each Bank pro rata according to the Administrative amount of their respective Percentage Shares of such principal, interest, fees or other amounts, promptly upon receipt in like funds as received; provided, that no Bank shall be entitled to receive a distribution from the Agent pursuant of such portions of principal, interest, or fees to this paragraphthe extent that, as at such time of payment by the case may beBorrowers, such portion exceeds such Bank's share of the interests in the Loan or Letter of Credit to which such principal, interest, or fee relates. Any amounts payment which is received by the Agent after such time on any date may, in the discretion of the Administrative Agent, 12:00 noon shall be deemed to have been received on the next succeeding Business Day for purposes Day. The Borrowers shall, at the time any of calculating interest thereon. All such payments shall be made them makes each payment under this Agreement or any other Credit Document, specify to the Administrative Agent as followsin detail the Loans or other amounts payable by the Borrowers to which such payment is to be applied (and in the event that it fails so to specify, except that payments pursuant after reasonable efforts to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to contact the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any Company such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended applied as the Agent may designate to the next succeeding Business Day andLoans or other amounts then due and payable); provided that if no Loans or other amounts are then due and payable or an Event of Default has occurred and is continuing, in the case of Agent may apply any payment accruing interestto the Obligations in such order as it may elect in its sole discretion, interest thereon shall be payable for but subject to the period other terms and conditions of such extensionthis Agreement. All payments hereunder of principal and interest in respect of Swingline Loans shall be made in Dollars immediately available funds, without deduction, withholding, set-off or counterclaim, directly to the applicable MulticurrencySwingline Bank at its office in Houston Texas as follows: ABA# 113011258, A/C # 1000527, Attn: Ann Greer, Ref. Willbros Group, Inc., xx xx xxch other location as applicablethx Xxxxxxxne Bank may direct to the Company in writing after the date hereof.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim, withholding or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereon. All such an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral, provided, however, that all payments in respect of any Obligation of any Foreign Credit Party and any proceeds of Collateral of a Foreign Credit Party shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto applied in accordance with Section 1.10(d). Each Borrower hereby authorizes the appropriate payment instructions listed on Schedule IX. The Administrative Agent and each Lender to make a Revolving Loan (which shall distribute any such payments received by it for account be a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), Unused Commitment Fees, Letter of any other Person Credit Fees and fees payable to Agent pursuant to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day andFee Letter owing, in the case of a US Borrower, by the US Borrowers and the UK Borrower, and in the case of the UK Borrower, by the UK Borrower in each instance, on the date due, or (ii) after ten (10) days prior notice to the Borrower Representative, other fees, costs or expenses payable by such Borrower or any payment accruing interest, interest thereon shall be payable for of its Subsidiaries hereunder or under the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableother Loan Documents.

Payments by the Borrowers. The applicable Each Borrower shall shall, severally and not jointly, make each payment required to be made by it such Borrower hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or under Section 2.122.14, 2.13 2.15 or 2.142.16, or otherwise) or under any other Loan Document to which such Borrower is a party (except to the extent otherwise provided therein) prior to 12:00 noon2:00 p.m., New York City timeLocal Time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that as otherwise expressly provided in the relevant Loan Document to which such Borrower is a party and except payments to be made directly to an Issuing Bank as expressly provided herein and payments pursuant to Sections 2.122.14, 2.132.15, 2.14 2.16 and 10.03 9.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the Exhibit 10.21 appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement (including commitment fees, payments hereunder required under Section 2.14, and payments required under Section 2.15 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15 or any reimbursement or cash collateralization of any LC Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if a Borrower shall fail to pay any principal of any Loan made to such Borrower or LC Disbursement with respect to such Borrower when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan or such LC Disbursement shall, if such Loan or such LC Disbursement is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if a Borrower shall fail to pay any interest on any Loan made to such Borrower or LC Disbursement with respect to such Borrower that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars or on the applicable Multicurrencydue date therefor (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set‑off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) may in the Agent's discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, Agent fees and expenses, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) Business Days' prior notice to the Administrative Borrower Representative (unless Agent as followshas received written notice from the Borrower Representative that such other fees, except costs and expenses are being disputed in good faith by the Borrowers (it being understood and agreed that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account dispute shall not limit the effect of any Default or Event of Default which shall result from the failure to make any such payment)), other Person to fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableother Loan Documents.

Payments by the Borrowers. The applicable Borrower shall make each Each payment required to be made by it of principal of and interest on Loans, LC Obligations, BA Reimbursement Obligations and fees hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwiseother than fees payable directly to the Issuing Lenders) prior to 12:00 noon, New York City time, shall be paid not later than 2:00 P.M. (local time in the relevant Administrative Office) on the date when due, in the applicable currency and in funds immediately available fundsto the relevant Administrative Agent (or, without set-off or counterclaim; provided that if a new Revolving Loan is in the case of payments in respect of the U.S. Swingline Loans, to be made by any Revolving Lender on a date the U.S. Swingline Lender) at the applicable Borrower is to repay any principal of an outstanding Revolving Loan of Borrower's Account. Each 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 made available irrespective of any set-off, counterclaim or defense to payment which might in the absence of this provision be asserted by such Revolving Lender to the any Borrower or any Affiliate against any Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beany Lender. Any amounts Payments received after such 2:00 P.M. (local time on any date may, in the discretion of the relevant Administrative Agent, Office) shall be deemed to have been received on the next Business Day. Each Borrower shall, at the time it makes any payments under this Agreement, specify to the relevant Administrative Agent the Loan, Letters of Credit, Bankers' Acceptances, fees or other amounts payable by such Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the relevant Administrative Agent shall, subject to SECTION 2.13, distribute such payment to the Lenders in such manner as the relevant Administrative Agent may deem reasonably appropriate). The relevant Administrative Agent may in its sole discretion distribute such payments to the applicable Lenders on the date of receipt thereof, if such payment is received prior to 2:00 P.M. (local time in the relevant Administrative Office); otherwise the relevant Administrative Agent may in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day for purposes of calculating interest thereonDay. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and, unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment accruing interestof principal is extended by operation of Law or otherwise, interest thereon shall be payable for the period of such extensionextended time. Each Borrower hereby authorizes and directs each Administrative Agent to debit any account maintained by such Borrower with such Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement. All payments hereunder in respect of the principal or interest on U.S. Dollar-Denominated Loans shall be made by the relevant Borrower in U.S. Dollars which may be by telephone if promptly confirmed in writing and all payments in respect of the principal of or interest on Loans denominated in Canadian Dollars shall be made by the relevant Borrower in Canadian Dollars which may be by telephone if promptly confirmed in writing. Unless converted to U.S. Dollars or the applicable MulticurrencyCanadian Dollars, as applicable, pursuant to the express terms of this Agreement, all reimbursement of amounts drawn under Letters of Credit denominated in an Agreed Foreign Currency, shall be made by the relevant Borrower in such relevant currency.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim; shall, except with respect to Offshore Currency Loans and as otherwise expressly provided herein, be made to the Agent for the ratable account of the Lenders at the Agent's Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency and shall be made directly to the Offshore Currency Lenders at their respective accounts listed on SCHEDULE 1 hereto, and, with respect to all other amounts payable hereunder, shall be made in U.S. Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than such time on the dates specified herein as may be determined by the Agent or feesthe Offshore Currency Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, or under Section 2.12and (ii) in the case of any U.S. Dollar payments, 2.13 or 2.14, or otherwise) prior to no later than 12:00 noon, noon (New York City time, ) on the date when duespecified herein. The Agent will promptly distribute to each Lender (other than Offshore Currency Lenders) its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in immediately available funds, without set-off like funds as received. Any payment which is received by the Agent later than 2:00 p.m. (New York time) or counterclaim; provided that if a new Revolving Loan is to be made later than the time specified by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date mayof Offshore Currency payments), in the discretion of the Administrative Agent, shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All such payments Each Offshore Currency Lender shall be made to promptly notify the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by if it for account of any other Person to the appropriate recipient promptly following receipt thereof. If does not receive any payment from a Borrower hereunder shall be due on a day that when such payment is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicabledue.

Payments by the Borrowers. The applicable Borrower Each payment of principal of and interest on Loans and fees hereunder shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, paid not later than 2:00 P.M. on the date when due, in Federal or other funds immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided at the Administrative Agent’s Office. Each such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and irrespective of any claim or defense to payment which might in Section 2.04 or paid the absence of this provision be asserted by such Borrower to any Loan Party against the Administrative Agent pursuant to this paragraph, as the case may beor any Lender. Any amounts Payments received after such time on any date may, in the discretion of the Administrative Agent, 2:00 P.M. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating Day, and any applicable interest thereonor fee shall continue to accrue. All such Each Borrower shall, at the time it makes any payments shall be made under this Agreement, specify to the Administrative Agent as followsthe Group of Loans, except that payments pursuant fees or other amounts payable by the Borrowers hereunder to Sections 2.12which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, 2.13the Administrative Agent shall, 2.14 and 10.03 shall be made directly subject to Section 2.11, distribute such payment to the Persons entitled thereto Lenders in accordance with such manner as the appropriate payment instructions listed on Schedule IXAdministrative Agent may deem appropriate). The Administrative Agent shall will distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following applicable Lenders on the date of receipt thereof, if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and, unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment accruing interestof principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each Borrower hereby authorizes and directs the period of Administrative Agent to debit any account maintained by such extension. All payments hereunder shall Borrower with the Administrative Agent to pay when due any amounts required to be made in Dollars or the applicable Multicurrency, as applicablepaid from time to time under this Agreement.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to no later than 2:00 p.m. (New York time) on the date due. For purposes of computing interest and Fees and determining Availability as of any date, all payments shall be made by any Revolving Lender deemed received on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender first Business Day following the Business Day on which immediately available funds therefor are received in the same currency, such Lender shall apply the proceeds of such new Loan Collection Account prior 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be2:00 p.m. New York time. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments shall be made Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan to pay (i) interest, principal, agent fees, Unused Commitment Fees, in each instance on the date due, or (ii) after five (5) days prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) or under any other Loan Document (except as otherwise expressly provided therein), prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at an account maintained with the Administrative Agent as followsnotified to the Borrowers and the Lenders, except that as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Lender as expressly provided herein and those payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 10.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except as otherwise expressly provided therein) and under any other Loan Document shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to no later than 2:00 p.m. (New York time) on the date due. For purposes of computing interest and Fees and determining Availability as of any date, all payments shall be made by any Revolving Lender deemed received on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender first Business Day following the Business Day on which immediately available funds therefor are received in the same currency, such Lender shall apply the proceeds of such new Loan Collection Account prior 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be2:00 p.m. New York time. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14 or 2.142.15, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender to a Borrower on a date the applicable such Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currencyLender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid by such Borrower and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 2.05 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat its offices at 270 Xxxx Xxxxxx, except Xxx Xxxx, Xxx Xxxx, xxcept that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Appropriate Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to such Agent (or under such other address as such the Appropriate Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars with respect to US Obligations and CDN $ or 2.14Dollars with respect to Canadian Obligations, or otherwise) prior to 12:00 noon, New York City time, based on the date when duecurrency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than noon (Central time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after by an Agent later than noon (Central time) may in such time on any date may, in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereona Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower and any proceeds of Collateral with respect thereto. All such payments US Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be made a Base Rate Loan and which may be a US Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the Administrative US Borrower, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. Canadian Borrower hereby authorizes Canadian Agent as followsand each Canadian Lender to make a Canadian Revolving Loan (which shall be a Base Rate Loan and which may be a Canadian Swing Loan) to pay (i) interest, except that payments principal of Canadian Loans, Canadian L/C Reimbursement Obligations, and Canadian Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the Canadian Borrower, other fees, costs or expenses payable by the Canadian Borrower or any of its Subsidiaries hereunder or under the other Loan Documents; provided, nothing in this subsection 1.10(a) shall be deemed to limit or impair Borrowers’ rights to dispute any Credit Party’s obligation to pay fees, costs or expenses pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablethis Agreement.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off setoff, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16, 2.18(b) and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest or feesand fees shall be made without deduction, or under Section 2.12withholding, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is counterclaim and (except with respect to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 Swingline Loans) shall be made available by such Revolving Lender to the Administrative Agent Agent, for the account of the Banks (except as otherwise provided in the Fee Letter or in Section 2.04 5.3 or paid by 5.9), at the Principal Office of the Agent in New York, New York, in Dollars and in immediately available funds no later than 11:00 a.m. The Agent shall distribute such Borrower payments to each Bank pro rata according to the Administrative amount of their respective Percentage Shares of such principal, interest, fees or other amounts, promptly upon receipt in like funds as received; provided, that no Bank shall be entitled to receive a distribution from the Agent pursuant of such portions of principal, interest, or fees to this paragraphthe extent that, as at such time of payment by the case may beBorrowers, such portion exceeds such Bank's share of the interests in the Loan or Letter of Credit to which such principal, interest, or fee relates. Any amounts payment which is received by the Agent after such time on any date may, in the discretion of the Administrative Agent, 12:00 noon shall be deemed to have been received on the next succeeding Business Day for purposes Day. The Borrowers shall, at the time any of calculating interest thereon. All such payments shall be made them makes each payment under this Agreement or any other Credit Document, specify to the Administrative Agent as followsin detail the Loans or other amounts payable by the Borrowers to which such payment is to be applied (and in the event that it fails so to specify, except that payments pursuant after reasonable efforts to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to contact the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any Company such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended applied as the Agent may designate to the next succeeding Business Day andLoans or other amounts then due and payable); provided that if no Loans or other amounts are then due and payable or an Event of Default has occurred and is continuing, in the case of Agent may apply any payment accruing interestto the Obligations in such order as it may elect in its sole discretion, interest thereon shall be payable for but subject to the period other terms and conditions of such extensionthis Agreement. All payments hereunder of principal and interest in respect of Swingline Loans shall be made in Dollars immediately available funds, without deduction, withholding, set-off or counterclaim, directly to the applicable Multicurrency, Swingline Bank at such location as applicablethe Swingline Bank may direct to the Company in writing after the date hereof.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due 364-Day Credit Agreement date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim, withholding or feesdeduction of any kind, and shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaimno later than 2:00 p.m. (New York time) on the date due; provided that that, accrued interest payable with respect to Term Loans and Revolving Loans, if any, for which WLR Recovery Fund IV, L.P. has purchased a new Revolving Loan is WLR Participation pursuant to the WLR Last-Out Participation Agreement shall be made by any Revolving Lender capitalized on a date the applicable Borrower is Interest Payment Date and the capitalized amount shall be added to repay any the then outstanding principal of an outstanding Revolving Loan amount 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 Term Loans and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraphLoans, as the case may be. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), Unused Commitment Fees, Letter of Credit Fees and fees payable to Agent pursuant to the Administrative Agent as followsFee Letter owing by the Borrowers on the date due, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly or (ii) after ten (10) days prior notice to the Persons entitled thereto in accordance with Borrower Representative, other fees, costs or expenses payable by such Borrower or any of its Subsidiaries hereunder or under the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableLoan Documents.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, New York City time, no later than 2:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 2:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan) to pay interest, principal, L/C Reimbursement Obligations, agent fees, Unused Commitment Fees, Letter of Credit Fees and all other fees, costs and expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Administrative Agent as followsother Loan Documents, except that payments pursuant to Sections 2.12in each instance, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicabledue.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.14, 2.13 2.15 or 2.142.16, or otherwise) prior to 12:00 noonp.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender to a Borrower on a date the applicable such Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currencyLender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid by such Borrower and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 2.06 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, except that payments to be made directly to any Swingline Lender as expressly provided herein, and payments pursuant to Sections 2.122.14, 2.132.15, 2.14 2.16 and 10.03 9.03, shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest or feesfees or reimbursement of LC Disbursements, or under Section 2.122.7, 2.13 2.9 or 2.142.10, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon, 1:00 p.m. (New York City time) (unless otherwise specified in this Agreement), on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is Borrowers are to repay any principal of an outstanding Revolving Loan of such Lender in the same currencyLender, 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 1.5 or paid by such Borrower the Borrowers to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made wired to the Administrative Agent at the Contact Office, ABA 000-000-000 for the Administrative Agent's Account No. 00-000-000, Ref: Macerich Partnership, except as followsotherwise expressly provided in the relevant Loan Document, and except payments to be made directly to the Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.122.7, 2.132.9, 2.14 2.10 and 10.03 11.14 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.13, Section 2.14 or Section 2.15, or otherwise), or under Section 2.12any other Loan Document (except to the extent otherwise provided therein), 2.13 or 2.14, or otherwise) prior to 12:00 noon2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, except that as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to an Issuing Lender or a Swingline Lender as expressly provided herein and payments pursuant to Sections 2.12, Section 2.13, 2.14 Section 2.14, Section 2.15 and 10.03 Section 9.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required All payments to be made by it any Borrower shall be made in Dollars without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder shall be paid not later than 1:00 p.m. Eastern time (whether or, in the case of principalan Alternative Currency, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwisethe Applicable Time) prior to 12:00 noon, New York City time, on the date when due, in Dollars and in Federal or other funds immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving 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 made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid at the account designated by such Borrower it by notice to the Administrative Agent pursuant to this paragraph, as the case may beapplicable Borrower. Any amounts Payments received after such 1:00 p.m. Eastern time on any date may(or, in the discretion case of an Alternative Currency, the Administrative Agent, Applicable Time) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating Day, and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXaccrue. The Administrative Agent shall may, in its sole discretion, distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following applicable Lenders on the date of receipt thereof, if such payment is received prior to 1:00 p.m. Eastern time (or, in the case of an Alternative Currency, the Applicable Time); otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and(and such extension of time shall be reflected in computing interest or fees, as the case may be), unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment accruing interestof principal is extended by operation of Law or otherwise, interest thereon shall be payable for the period of such extensionextended time. All payments If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall be made make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount) and without setoff or the applicable Multicurrency, as applicablecounterclaim.