Common use of Payments Generally Clause in Contracts

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be obligated made to make Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” shall be made to each applicable Lender. All Obligations are payable upon demand of Agent in the absence of any other due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable as of the date paid. Any payment required to be made to Agent or a Lender under this Agreement may be made by debit or automated clearing house payment initiated by Agent or such Lender from any of Borrower’s deposit accounts, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due. Without limiting the foregoing, in immediately available funds, in U.S. dollars, without Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement such debit or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off or counterclaimoff. Any amounts Payments of principal and/or interest received after such 12:00 noon New York time on any date may, in are considered received at the discretion opening of the Agent, be deemed to have been received business on the next succeeding Business Day for purposes of calculating interest thereonDay. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments When a payment is not so made. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended to is due the next succeeding Business Day, and, in the case of any payment accruing Day and additional fees or interest, interest thereon as applicable, shall be payable for the period of such extensioncontinue to accrue until paid. Notwithstanding anything to the contrary set forth herein, all All payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid made by the Borrower hereunder under any Financing Document shall be made through without set-off, recoupment or counterclaim, in lawful money of the automatic withdrawal from United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at any time, shall be conclusive and binding evidence of the amounts due and owing to Agent and Lenders by each Borrower absent manifest error; provided, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s deposit account duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless Borrower notifies Agent of amounts equal any objection to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment statement (specifically describing the basis for such objection) within ninety (90) days after the date of interestreceipt thereof, fees or other amounts due hereunder, the Borrower’s obligation to make such payment it shall be discharged. The deemed final, binding and conclusive upon Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient all respects as to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueall matters reflected therein.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date when due, specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in immediately available funds, in U.S. dollars, without set-off or counterclaimlike funds as received by wire transfer to such Lender’s Lending Office. Any amounts All payments received by the Administrative Agent after such time on any date may, in the discretion of the Agent, 12:00 noon shall be deemed to have been received on the next succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Without limiting the generality of calculating interest thereon. All payments shall be made to this Section 2.09, on each date when the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account payment of any other Person to the appropriate recipient promptly following receipt thereofprincipal, and interest or fees are due hereunder or under any Note, the Borrower shall have no liability agrees to maintain on deposit in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid an ordinary checking account maintained by the Borrower hereunder with the Administrative Agent (as such account shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid designated by the Borrower hereunderin a written notice to the Administrative Agent from time to time, and the “Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in Account”) an amount sufficient to make a payment of interestpay such principal, interest or fees in full. The Borrower hereby authorizes the Administrative Agent (i) to deduct automatically all principal, interest or other amounts fees when due hereunder, or under the Borrower’s obligation Notes from the Borrower Account, and (ii) if and to make the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such payment shall be dischargedamount from any or all of the accounts of the Borrower maintained with the Administrative Agent. The Administrative Agent agrees to provide timely notice to the Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated automatic deduction made pursuant to pay the full amount of such interest, fees or other amounts as and when the same shall become duethis Section 2.09.

Payments Generally. The Borrower shall be obligated to make each payment required (i) Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee, the Letter of Credit Fees and of all other amounts to be made paid by the Borrower hereunder under the Loan Documents (whether the Commitment Fee, the Letter of principalCredit Fees, interesttogether with all of such other fees, fees or reimbursement of LC Disbursementsbeing sometimes hereinafter collectively referred to as the "Fees") shall be made to the Administrative Agent, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, in U.S. dollars, without set-off off, offset, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and . The failure of the Borrower to make any such payment by such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have no liability in been made on the event timely or correct distribution next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments is not so madepursuant to Sections 3.4, 3.5, 3.6 and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on a day that which is not a Business Day, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Notwithstanding anything , provided, however, that if such next Business Day would be after (i) with respect to Tranche A Loans and Letters of Credit, the Tranche A Maturity Date, (ii) with respect to the contrary set forth hereinTranche B Loans, all payments of interestthe Tranche B Maturity Date, fees and other amounts (including, without limitation, payments of principaliii) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal respect to the amounts of such interestTranche B-1 Loans, fees or other amounts due to be paid by the Borrower hereunderTranche B-1 Maturity Date, and (iv) with respect to the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderTranche C Loans, the Borrower’s obligation to make Tranche C Maturity Date, such payment shall instead be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy due on the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately preceding Business Day.

Payments Generally. The Borrower Base Colocation Fees, all forms of Additional Colocation Fees (defined in this Section 3.3, below) payable hereunder by Grantee and all other amounts, fees, payments or charges payable hereunder by Grantee shall (i) sometimes collectively be obligated referred to make each payment required herein as “Colocation Fees”), (ii) be payable to Grantor when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be made payable to Grantor at the address of Grantor specified in Item 17 of the Basic Colocation Information (or to such other person or to such other place as Grantor may from time to time designate in writing to Grantee). No receipt of money by Grantor from Grantee after the Borrower hereunder (whether termination of principalthis Agreement, interestthe service of any notice, fees or reimbursement the commencement of LC Disbursementsany suit, or otherwise) prior to 1:00 p.m. Bostona final judgment for possession shall reinstate, Massachusetts timecontinue or extend the Term of this Agreement or affect any such notice, on the date when duedemand, in immediately available funds, in U.S. dollars, without set-off suit or counterclaimjudgment. Any amounts received after such time on any date may, in the discretion of the Agent, No partial payment by Grantee shall be deemed to have been received be other than on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Grantor shall be entitled to accept such payment without compromise or prejudice to any of the rights of Grantor hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Agreement) falls on a date other than the first or last day of a calendar month, respectively, the Colocation Fees payable for such interestpartial calendar month shall be prorated based on a per diem basis. For purposes of this Agreement, fees all amounts (other than Base Colocation Fees) payable by Grantee to Grantor pursuant to this Agreement, whether or other amounts not denominated as and when the same such, shall become dueconstitute “Additional Colocation Fees.”

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m. BostonP.M., Massachusetts New York City time), on the date when due, in immediately available fundsfunds and in the currency with which the underlying obligations is denominated without set off, deduction or counterclaim; provided that the Borrower shall make all payments in respect of the Available Currency Loans prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in U.S. dollarsimmediately available funds and in the Available Currency in which such Loan is denominated, without set-off set off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices in Bostonpursuant to the payment instructions provided by the Administrative Agent, Massachusetts, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.42.15, 2.112.16, 2.12, 11.3 2.17 and subsection 2.3(g) 10.03 shall be made directly to the Persons entitled theretothereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. 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, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under any Loan Document 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower Borrowers shall be obligated to make each payment required to be made by the Borrower them hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement Reimbursement Obligations, or of LC Disbursementsamounts payable under Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m. Boston2:00 p.m., Massachusetts New York City time), on the date when due, in immediately available funds, in U.S. dollarswithout setoff, without set-off deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices in Bostonat Stamford, MassachusettsConnecticut (or such other account/office as the Administrative Agent may specify to the Borrowers from time to time), except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 2.13, 2.15 and subsection 2.3(g) 10.03 shall be made directly to the Persons persons entitled theretothereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. 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, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, 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. Notwithstanding anything to the contrary set forth herein, all All payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder under each Loan Document shall be made through in dollars, except for payments with respect to any Euro Denominated Loan or Euro Letter of Credit (which payments shall be made in euros) or except as expressly specified otherwise. Unless payment is otherwise timely made by the automatic withdrawal from Borrowers, the Borrower’s deposit account with the Agent becoming due of amounts equal to the amounts of such any Obligations (whether principal, interest, fees or other amounts due charges) shall be deemed to be paid by a request for ABR Loans on the Borrower hereunderdue date, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount such Obligations. The proceeds of such interest, fees or other amounts Loans shall be disbursed as and when direct payment of the same shall become duerelevant Obligation.

Payments Generally. The Each Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m. BostonP.M., Massachusetts New York City time), on the date when due, in immediately available fundsfunds and in the currency with which the underlying obligations is denominated without set off, deduction or counterclaim; provided that the Borrowers shall make all payments in respect of the Available Currency Loans prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in U.S. dollarsimmediately available funds and in the Available Currency in which such Loan is denominated, without set-off set off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices in Bostonpursuant to the payment instructions provided by the Administrative Agent, Massachusetts, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.42.15, 2.112.16, 2.12, 11.3 2.17 and subsection 2.3(g) 10.03 shall be made directly to the Persons entitled theretothereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. 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, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under any Loan Document 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The 3.11.1. Unless otherwise specified, Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursementsamounts payable under Section 3.6, 3.7 or 3.8 or otherwise) prior to 1:00 p.m. Boston10:00 a.m., Massachusetts New York City time, on the date when due, in immediately available funds, in U.S. dollarswithout condition or deduction for any defense, without recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to Administrative Agent to the Agent at its offices in Boston, Massachusettsapplicable account designated to Borrower by Administrative Agent, except that payments pursuant to Sections 2.43.6, 2.113.7, 2.12, 11.3 3.8 and subsection 2.3(g) 12.10 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. 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 (or, in the event that the next succeeding Business Day falls in the succeeding calendar month, the immediately preceding Business Day), and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all All payments hereunder of interest, fees and (a) principal or interest in respect of any Term Loan or (b) any other amounts (including, without limitation, payments of principal) amount due hereunder or under any other Credit Document shall be made in Dollars. Any payment required to be paid made by the Borrower Administrative Agent hereunder shall be deemed to have been made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereundertime required if Administrative Agent shall, and at or before such time, have taken the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by Administrative Agent to make such payment. Unless Administrative Agent shall be dischargedhave received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. The In such event, if Borrower expressly acknowledges and agrees that if any such withdrawal is has not in an fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount sufficient so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of (i) the Overnight LIBO Rate and (ii) a rate reasonably determined by Administrative Agent in accordance with banking industry rules on interbank compensation. If any Lender shall fail to make any payment required to be made by it pursuant to the immediately preceding sentence, then Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by Administrative Agent for the account of such Lender to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLender’s obligations under such sentence until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made in respect of the Obligations shall be payable prior to 3:00 p.m. (Mountain time) on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower hereunder Company, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments or prepayments of Obligations shall be made (whether i) by wire transfer of immediately available funds to ABA No. 000000000 for advice to and credit of Agent for the account of Lender (or to such other account as Agent may direct by written notice) or (ii) by check or ACH transfer, to Agent for the account of Lender at its office located at 0000 X. Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (or at such other place of payment designated by Agent to the Company) in U.S. dollars and in immediately available funds. In the event that any payment on any Obligation is made by check by the Company, credit for payment by check shall be given as of the Business Day on which Agent receives the check at the address designated by Agent from time to time for delivery of payments by check. All notices by the Company to Agent of payment or prepayment shall be irrevocable. Agent’s statement of account, ledger, or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal, interest, fees or reimbursement of LC Disbursementsand other Obligations owing under this Agreement, or otherwise) prior to 1:00 p.m. Bostonthe Notes, Massachusetts time, on and the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, other Loan Documents and shall be deemed to have been an “account stated.” Any payment received by Agent after 3:00 p.m. (Mountain time) shall be deemed received by Agent on the next succeeding Business Day for purposes of calculating interest thereonDay. All payments hereunder and under any Note, including all amounts designated as principal prepayments, shall be made credited first to the Agent at its offices in Bostoninterest, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereofcosts, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, lawful charges then accrued and the Borrower hereby irrevocably authorizes and directs the remainder to principal as provided herein or in any applicable Note or otherwise as Agent to take such actions as in its sole discretion may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duedetermine.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Borrower hereunder (whether in respect of principal, interest, fees fees, indemnity, expenses or reimbursement of LC Disbursementsother amounts due from the Borrower hereunder or under any Loan Document in Dollars shall be payable at 12:00 o'clock Noon, or otherwise) prior to 1:00 p.m. Boston, Massachusetts Pittsburgh time, on the date day when duedue without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 2.15(c) hereof. Except for payments under Sections 2.03(q), 2.13 and 9.06 hereof, such payments shall be made to the Funding Agent at its Office in Dollars in funds immediately available fundsat such Office, and payments under Sections 2.13 and 9.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Borrower from time to time in U.S. dollars, without set-off or counterclaimfunds immediately available at such account. Any amounts payment or prepayment received by the Funding Agent or such Lender after such time 12:00 o'clock Noon, Pittsburgh time, on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretoDay. The Funding Agent shall distribute any to the Lenders all such payments received by it for from the account Borrower as promptly as practicable after receipt by the Funding Agent. If and to the extent that the Funding Agent has not forwarded to any Lender such Lender's share of any other Person such payment on the same Business Day as such payment is received (or deemed received) from the Borrower, the Funding Agent shall pay to such Lender interest on such amount at the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of Federal Funds Effective Rate for each day until such payments payment is not so made. If any Upon termination of this Agreement and payment shall be due on a day that is not a Business Dayin full of all principal, 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. Notwithstanding anything to the contrary set forth hereinfees, all payments of interest, fees expenses and other amounts (including, without limitation, payments of principal) due to be paid by from the Borrower hereunder shall be made through or under any other Loan Document, each Lender will promptly mark xxx Notes "cancelled" and forward them to the automatic withdrawal from Administrative Agent for delivery to the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall be obligated to make (i) each payment required to be made by the Borrower constitute rent payable hereunder (whether and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of principalthe United States without any abatement, interestoffset or deduction whatsoever (except as specifically provided otherwise herein), fees and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or reimbursement to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of LC Disbursementsmoney by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or otherwise) prior to 1:00 p.m. Bostona final judgment for possession shall reinstate, Massachusetts timecontinue or extend the Term of this Lease or affect any such notice, on the date when duedemand, in immediately available funds, in U.S. dollars, without set-off suit or counterclaimjudgment. Any amounts received after such time on any date may, in the discretion of the Agent, No partial payment by Tenant shall be deemed to have been received be other than on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such interestpartial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, fees all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or other amounts not denominated as and when the same such, shall become dueconstitute “Additional Rent.”

Payments Generally. The Borrower All payments under this Agreement, the Revolving Credit Notes and the other Facility Documents shall be obligated to make each payment required to made in Dollars and all payments under the Swingline Notes shall be made by the Borrower hereunder (whether of principalin Norwegian Krone, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in each case in immediately available fundsfunds not later than 11:00 a.m. New York, New York time on the relevant dates specified above or in U.S. dollars, without set-off or counterclaim. Any amounts received such Facility Document (each such payment made after such time on any such due date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made Banking Day) by, unless the Administrative Agent agrees to accept payment by other means, the debiting by the Administrative Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of the applicable Lending Office of each Lender, or by any other Person Lender for whose account any such payment is to be made, of the appropriate recipient promptly following receipt thereofamount of any such payment from any ordinary deposit account of the Borrower or the Subsidiary Borrower, as applicable, with the Administrative Agent or such Lender, as the case may be, and the Administrative Agent so doing shall promptly notify the Borrower or the Subsidiary Borrower, as applicable, and any Lender so doing shall have no liability promptly notify the Administrative Agent which in turn shall promptly notify the Borrower or the Subsidiary Borrower, as applicable. The Borrower or the Subsidiary Borrower, as applicable, shall, at the time of making each optional payment under this Agreement, any Note or any other Facility Document, specify to the Administrative Agent the principal or other amount payable by the Borrower or the Subsidiary Borrower under this Agreement, such Note or such other Facility Document to which such payment is to be applied (and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Administrative Agent may apply such payments is not so madepayment as it may elect in its sole discretion (subject to Section 11.16)). If the due date of any payment shall be due under this Agreement, any Note or any other Facility Document would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth hereinAdministrative Agent hereunder, all payments under any Note or any other Facility Document for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Lender shall be paid by promptly to such Lender, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLender's Lending Office.

Payments Generally. The Borrower shall be obligated to make each payment required (a) (i) All payments to be made by the Borrower Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. (ii) Except as otherwise expressly provided herein and except with respect to principal of and interest on Bid Loans and any Revolving Credit Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. (iii) Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in immediately available fundsan Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in U.S. dollarssuch Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, without set-off for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or counterclaimother applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. Any amounts (iv) All payments received by the Administrative Agent (A) after such time on any date may2:00 p.m., in the discretion case of payments in Dollars, or (B) after the AgentApplicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. (v) All payments shall be by each Borrower hereunder with respect to principal and interest on any Bid Loans made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) by a Lender shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for Lender at the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability such Lender specified in the event timely or correct distribution of such payments is Lender’s Competitive Bid in Same Day Funds not so made. If any payment 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, andlater than 2:00 p.m., in the case of payments in Dollars, or the Applicable Time specified by such Lender in its Competitive Bid, in the case of payments in an Alternative Currency or a Requested Currency, on the dates specified herein. All payments received by any such Lender (A) after 2:00 pm, in the case of payments in Dollars, or (B) after the Applicable Time specified by such Lender, in the case of payments in an Alternative Currency or a Requested Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Each such Lender which receives any such payment accruing interest, in respect of principal or interest thereon on any Bid Loan shall be payable for promptly provide a written receipt thereof to both the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, Company and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueAdministrative Agent.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Applicable Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect (i) to principal of and interest on Revolving Loans denominated in an Alternative Currency, and (ii) to principal of and interest on Swingline Loans denominated in a Subsidiary Currency, all payments by the Borrowers hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent's Office in Dollars and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in immediately available fundsan Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in U.S. dollarssuch Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Except as otherwise expressly provided herein, without set-off all payments by the Swingline Borrowers hereunder with respect to principal and interest on Swingline Loans denominated in a Subsidiary Currency shall be made as directed by such applicable Swingline Lender, for the account of such Swingline Lender to which such payment is owed, not later than the local time specified by such Swingline Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment on the dates specified by such Swingline Lender. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments (excluding payments of Swingline Loans to Swingline Lenders and reimbursements made by Subsidiary Swingline Lenders under Letters of Credit) due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder (a) in an Alternative Currency or counterclaima Subsidiary Currency (other than Dollars), such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency or Subsidiary Currency payment amount or (b) in Dollars in the case of a Swingline Loan or Subsidiary L/C Obligation denominated in Dollars, such Subsidiary Swingline Borrower shall make such payment in the Alternative Currency Equivalent of a currency acceptable to the Swingline Lender. Any amounts The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by the Administrative Agent by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent or the applicable Swingline Lender (i) after such time on any date may2:00 p.m., in the discretion case of payments in Dollars, (ii) after the AgentApplicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency or (iii) after the applicable local time specified by the applicable Swingline Lender in the case of payments in a Subsidiary Currency, shall in each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereon. All payments or fee shall be made continue to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueaccrue.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Parent or any Other Borrower hereunder (whether in respect of principal, interest, fees or fees, reimbursement of LC Disbursements, indemnity, expenses or otherwise) prior to 1:00 p.m. Bostonother amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, Massachusetts New York time, on the date day when duedue without presentment, in immediately available fundsdemand, in U.S. dollarsprotest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer or a Swingline Lender as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any amounts payment or prepayment received by the Administrative Agent after such 12:00 Noon, New York time on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonDay. All payments to be made by a Lender under Section 4.05(c)(i) shall be made to the Administrative Agent at its offices Office without set-off, withholding, counterclaim or other deduction of any nature. All payments hereunder of (i) principal or interest in Bostonrespect of any Loan shall be made in the currency in which such Loan is denominated, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 (ii) reimbursement obligations (and subsection 2.3(ginterest in respect of reimbursement obligations) shall be made directly to in the Persons entitled theretocurrency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute any such to the Lenders all payments received by it for the account of the Lenders from any other Person to Borrower as promptly as practicable after receipt by the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madeAdministrative Agent. If any payment 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. Notwithstanding anything to the contrary set forth hereinExcept as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and the expiration or cancellation of all Letters of Credit and payment in full in cash of all principal, interest, fees reimbursement amounts, fees, expenses and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal Borrowers hereunder or under any other Loan Document, each Lender will promptly xxxx any Notes “cancelled” and forward them to the amounts of such interest, fees or other amounts due Administrative Agent for delivery to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueParent.

Payments Generally. The Borrower shall be obligated to make each payment required (i) Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee, the Letter of Credit Fees and of all other amounts to be made paid by the Borrower hereunder under the Loan Documents (whether the Commitment Fee and the Letter of principalCredit Fees, interesttogether with all of such other fees, fees or reimbursement of LC Disbursementsbeing sometimes hereinafter collectively referred to as the "FEES") shall be made to the Administrative Agent, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, in U.S. dollars, without set-off off, offset, recoupment or counterclaim. Any amounts received after The failure of the Borrower to make any such payment by such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date may, in the discretion of the Agent, shall be deemed to have been received made on the next succeeding Business Day for purposes the purpose of calculating interest thereonon amounts outstanding on the Loans. All payments As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be made deemed to be payment by the Agent at its offices in BostonBorrower to such Credit Party. Notwithstanding the foregoing, Massachusetts, except that all payments pursuant to Sections 2.43.5, 2.113.6, 2.123.7, 11.3 and subsection 2.3(g) 11.4 shall be made paid directly to the Persons Credit Party entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under the Loan Documents shall be due and payable on a day that which is not a Business Day, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Notwithstanding anything to , provided, however, that if such next Business Day would be after the contrary set forth hereinMaturity Date, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall instead be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy due on the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately preceding Business Day.

Payments Generally. The Borrower shall be obligated to make each payment required (i) Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee and of all other amounts to be made paid by the Borrower hereunder under the Loan Documents (whether the Commitment Fee, together with all of principalsuch other fees, interestbeing sometimes hereinafter collectively referred to as the "FEES") shall be made to the Administrative Agent, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, in U.S. dollars, without set-off off, offset, recoupment or counterclaim. Any amounts received after The failure of the Borrower to make any such payment by such time shall not constitute a Default, PROVIDED THAT such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date may, in the discretion of the Agent, shall be deemed to have been received made on the next succeeding Business Day for purposes the purpose of calculating interest thereonon amounts outstanding on the Loans. All payments As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be made deemed to be payment by the Agent at its offices in BostonBorrower to such Credit Party. Notwithstanding the foregoing, Massachusetts, except that all payments pursuant to Sections 2.43.5, 2.113.6, 2.123.7, 11.3 and subsection 2.3(g) 11.4 shall be made paid directly to the Persons Credit Party entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under the Loan Documents shall be due and payable on a day that which is not a Business Day, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Notwithstanding anything , PROVIDED, HOWEVER, that if such next Business Day would be after (A) with respect to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderFacility A Loans, the Borrower’s obligation Facility A Maturity Date and (B) with respect to make Facility B Loans, the Facility B Maturity Date, such payment shall instead be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy due on the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately preceding Business Day.

Payments Generally. The Borrower shall be obligated to make each payment required to be made (a) All payments by the Borrower hereunder (whether of principal, interest, fees and other Obligations shall be made (i) with respect to the Term B Loans and Swingline Loans, in Dollars, and (ii) with respect to the Revolving Credit Commitments and Letters of Credit, in the applicable Approved Currency in which such Obligations are denominated, without condition or reimbursement deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of LC Disbursementsthe respective Lenders to which such payment is owed, or otherwise) prior to 1:00 p.m. Bostonat the applicable Administrative Agent’s Office and in immediately available funds not later than 2:00 p.m., Massachusetts timeLocal Time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., in immediately available fundsLocal Time, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, shall (in the sole discretion of the Administrative Agent, ) be deemed to have been received on the next succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Other than as specified herein, all payments under each Loan Document of calculating principal or interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(grespect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made directly in Dollars. (b) If any payment to the Persons entitled thereto. The Agent shall distribute any such payments received be made by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans or SOFR Loans to be made in the next succeeding Business Daycalendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargedmade on the immediately preceding Business Day. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.94

Payments Generally. The Except to the extent otherwise provided herein, all payments of principal of and interest on Loans made in Dollars, and other amounts (other than the principal of and interest on Eurodollar Loans made in an Alternative Currency) payable by the Borrower under this Agreement and the Notes shall be obligated made in Dollars, and all payments of principal of and interest on Eurodollar Loans made in an Alternative Currency shall be made in such Alternative Currency, in immediately available funds not later than 1:00 p.m. New York time on the date on which such payments shall become due (each such payment made after such time on such due date to make each payment required be deemed to have made on the next succeeding Banking Day; provided that, when a new Loan is to be made by the Bank on a date the Borrower hereunder (whether is to repay any principal of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, an outstanding Loan in the discretion same Currency, the Bank shall apply the proceeds thereof to the payment of the Agent, principal to be deemed repaid and only an amount equal to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments difference between the principal to be borrowed and the principal to be repaid shall be made available by the Bank to the Agent at its offices Borrower as provided in Boston, Massachusetts, except that payments Section 2.04 or paid by the Borrower to the Bank pursuant to Sections 2.4, 2.11, this Section 2.12, 11.3 and subsection 2.3(gas the case may be. The Bank may (but shall not be obligated to) shall be debit the amount of any such payment which is not made directly by such time to any ordinary deposit account of the Borrower with the Bank. The Borrower shall, at the time of making each payment under this Agreement or the Notes, specify to the Persons entitled thereto. The Agent shall distribute any such payments received Bank the principal or other amount payable by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability under this Agreement or the Notes to which such payment is to be applied (and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Bank may apply such payments is not so madepayment as it may elect in its sole discretion (subject to Section 10. 16)). If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything Each payment received by the Bank hereunder or under any Note for the account of the Bank shall be paid promptly to the contrary set forth hereinBank, all payments in immediately available funds, for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueBank's Lending Office.

Payments Generally. The Borrower Borrowers shall be obligated to make each payment required to be made by the Borrower Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Bostonp.m., Massachusetts Connecticut time, on the date when due, in immediately available funds, in U.S. dollarsthe applicable currency, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in BostonGlastonbury, MassachusettsConnecticut, except that payments pursuant to Sections 2.42.3, 2.112.9, 2.122.10, 11.3 and subsection 2.3(g2.2(e) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower Borrowers shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, subject to the conditions to the funding of Revolving Loans set forth herein, all payments of interestinterest (with respect to Borrowings in U.S. Dollars and, at the election of the Borrowers, also with respect to Borrowings in Euros and Pounds Sterling) and all payments of fees and any other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Borrowers hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent funding of Base Rate Loans in U.S. Dollars in amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower Borrowers hereunder, and the Borrower Borrowers hereby irrevocably authorizes authorize and directs direct the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsfunding of Base Rate Loans, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderBase Rate Loan, the Borrower’s Borrowers' obligation to make such payment shall be dischargeddischarged and replaced by the resulting Base Rate Loan. The Borrower Borrowers expressly acknowledges acknowledge and agrees agree that (i) the Agent may, in its discretion, effectuate the automatic funding of a Revolving Loan pursuant to this subsection 2.6(a) even though at the time of, or after giving effect to, the funding of such Revolving Loans the total Revolving Credit Exposure exceeds the lesser of (x) the total Revolving Credit Commitments and (y) the Borrowing Base, and (ii) if any such withdrawal is one or more of the conditions to the funding of Revolving Loans cannot be satisfied and the Agent, in its discretion, refuses to fund a Base Rate Loan in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower Borrowers shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower All payments under this Agreement or the Notes shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to in United States Dollars in funds which are immediately available not later than 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received relevant dates specified herein at the JPMorgan Chase Office for the account of each Lender and any payment made after such time on any such due date may, in the discretion of the Agent, will be deemed to have been received HUTTIG CREDIT AGREEMENT made on the next succeeding Business Day Banking Day. In the event that any payment (other than with respect to the principal of the Revolving Credit Loans) under this Agreement becomes due, the Agent, at its discretion without the requirement of obtaining the consent of or giving prior notice to the Borrowers, may make a Revolving Credit Loan to the Borrowers for purposes the amount thereof (or during the continuance of calculating interest thereonan Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). All payments The Agent, or any Lender (subject to Section 11.17) for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender, as the case may be, and any Lender so doing shall promptly notify the Agent. Subject to Section 11.16, the Borrowers shall, at the time of making each payment under this Agreement or the Notes, specify to the Agent at its offices in Boston, Massachusetts, except that payments pursuant the principal or other amount payable by the Borrowers under this Agreement or the Notes to Sections 2.4, 2.11, 2.12, 11.3 which such payment is to be applied and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Agent may, subject to Section 11.16, apply such payments is not so madepayment as it may elect in its sole discretion. If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth herein, all payments Agent hereunder or under any Note for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Lender shall be paid by promptly to such Lender, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLender's Lending Office.

Payments Generally. The Borrower (a) Unless otherwise specified in this Agreement, all payments under this Agreement or the Notes, other than payments of fees and expenses with respect to Letters of Credit which shall be obligated to make each payment required to be made directly by the Borrower hereunder (whether to the Issuing Bank pursuant to the procedures and requirements of principalthe Issuing Bank and the terms of this Agreement, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, shall be made in Dollars in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received funds not later than 1:00 p.m. (New York time) on the relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day Banking Day) to the Agent, at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 for purposes the benefit of calculating interest thereonthe applicable Lending Office of each Bank. All payments shall be made The Borrower will notify each of the Banks of any payment to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 the provisions of this section at the same time it makes any such payment and subsection 2.3(g) shall be made directly will notify the Agent of any payment to the Persons entitled theretoIssuing Bank of any amounts payable with respect to a Letter of Credit hereunder at the same time it makes any such payment. The Agent may (but shall distribute not be obligated to) debit the amount of any such payments received payment which is not made by it for the such time to any ordinary deposit account of the Borrower with the Agent and the Agent may (but shall not be obligated to) require each of the Banks to debit its pro rata portion (subject to Section 11.16 hereof) of the amount of any other Person such payment which is not made by such time to any ordinary deposit account of the Borrower with any such Bank; provided, however, that no Bank shall be required to debit any funds which are not available to the appropriate recipient promptly following receipt thereofBorrower other than on an overdraft basis. The Borrower shall, and at the time of making each payment under this Agreement or the Notes, specify to the Agent the principal or other amount payable by the Borrower shall have no liability under this Agreement or the Notes to which such payment is to be applied; provided, however, that in the event timely that the Borrower fails to so specify, or correct distribution if (x) a Default has occurred and is continuing, or (y) an Event of Default pursuant to any of Section 10.01(a), Section 10.01(b) (only if due to fraud), any of Sections 10.01(c)(i)(A)-(B), Section 10.01(e) or Section 10.01(h) of this Agreement has occurred, or (z) an Event of Default pursuant to any of Section 10.01(b) (only if not due to fraud), any of Sections 10.01(c)(i)(C) or (ii), Section 10.01(d), Section 10.01(f), Section 10.01(g), Section 10.01(i) or Section 10.01(j) of this Agreement has occurred and is continuing, the Agent shall apply such payments is not so madepayment as it may elect in its sole discretion (subject to Section 11.16 hereof). If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything Each payment received by the Agent hereunder or under any Note for the account of a Bank or the Issuing Bank shall be paid promptly to such Bank or to the contrary set forth hereinIssuing Bank, all payments as the case may be, in immediately available funds, for the account of interest, fees and other amounts (including, without limitation, payments such Bank's Lending Office or for the account of principal) due to be paid the office specified by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal Issuing Bank to the amounts of such interestAgent, fees or other amounts due to be paid by as the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as case may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duebe.

Payments Generally. The Borrower All payments under this Agreement or the Notes shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds. In the case of Loans denominated in Dollars, payment shall be made in U.S. dollarsDollars on the relevant payment date not later than 1:00 p.m. New York City local time at the Principal Office for the account of the applicable Lending Office of each Bank. the case of Loans denominated in an Alternative Currency, without set-off or counterclaimpayment shall be made in such Alternative Currency on the relevant payment date not later than 1:00 p.m. New York City local time at the Principal Office for the account of the Lending Office designated by the Agent for the account of the applicable Lending Office of each Bank. Any amounts received Each such payment made after such time on any such due date may, in the discretion of the Agent, shall be deemed to have been received made on the next succeeding Business Day Banking Day. The Agent, or any Bank for purposes whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of calculating interest thereonany such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Bank, as the case may be, and any Bank that makes such a debit shall promptly notify the Agent and the Company. All payments shall be made Each Borrower shall, at the time of making each payment under this Agreement or any Note, specify to the Agent at the principal or other amount payable by such Borrower under this Agreement or the Notes to which such payment is to be applied (and if a Borrower fails so to specify, or if a Default or Event of Default has occurred and is continuing, the Agent may apply such payment as the Agent may elect in its offices in Boston, Massachusetts, except that payments pursuant sole discretion (subject to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to Section 10.16(c)). If the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account due date of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely payment under this Agreement or correct distribution of such payments is not so made. If any payment shall be due Note would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth herein, all payments Agent hereunder or under any Note for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Bank shall be paid promptly by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsBank, andin immediately available funds, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, for the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount account of such interest, fees or other amounts as and when the same shall become dueBank's Lending Office.

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.14 or 2.15, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, 12:00 noon on the date when due, in immediately available funds, in U.S. dollarsfree and clear of any defenses, without rights of set-off off, counterclaim, or counterclaimwithholding or deduction of taxes. Any amounts received after such time on any date may, in the discretion of the AgentLender, 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 Agent Lender at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madePayment Office. 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 made payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all All payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through in Dollars. If the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal Borrower makes a payment under this Agreement to the amounts of such interest, fees which withholding tax applies or if any taxes (other amounts due to be paid than taxes on net income imposed by any Governmental Authority and measured by the Borrower hereunder, and taxable income the Borrower hereby irrevocably authorizes and directs the Agent to take Lender would have received if all payments under or in respect of this Agreement were exempt from taxes levied by such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding Governmental Authority) are at any time imposed on any payments under or in respect of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (this Agreement including, without limitationbut not limited to, principal payments) due hereunderpayments made pursuant to this Section 2.16, the Borrower shall remain obligated pay all such taxes to the relevant authority in accordance with applicable law such that the Lender receives the sum it would have received had no such deduction or withholding been made (or, if the Borrower cannot legally comply with the foregoing, the Borrower shall pay the full amount of to Lender such interest, fees or other additional amounts as and when will result in the same Lender receiving the sum it would have received had no such deduction or withholding been made). Further, the Borrower shall become duealso pay to the Lender, on demand, all additional amounts that the Lender specifies as necessary to preserve the after-tax yield the Lender would have received if such taxes had not been imposed. The Borrower shall promptly provide the Lender with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., shall in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments shall (b) If any payment to be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of SOFR Loans to be made in the next succeeding Business Daycalendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargedmade on the immediately preceding Business Day. The (c) Unless the Borrower expressly acknowledges or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and agrees may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that if any such withdrawal is payment was not in an amount sufficient fact made to satisfy the amount of any interestAdministrative Agent in Same Day Funds, fees or other amounts then: (including, without limitation, principal paymentsi) due hereunder, if the Borrower failed to make such payment, each Lender shall remain obligated forthwith on demand repay to pay the full amount Administrative Agent the portion of such interestassumed payment that was made available to such Lender in Same Day Funds, fees or other amounts as together with interest thereon in respect of each day from and when including the same shall become due.date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at its offices the account designated in Bostonwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Lenders in respect of the Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest Payment Date, Massachusettsthe Maturity Date and any Additional Distribution Date, except that the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral Administrator in respect of the interest due on such date. At least two (2) Business Days prior to each Additional Distribution Date, the Administrative Agent shall provide written notice (including via email) of such Additional Distribution Date to the Portfolio Manager and the Collateral Agent. All payments pursuant not made to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) the Administrative Agent for distribution to the Lenders shall be made directly as directed in writing by the Administrative Agent. Subject to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth hereinSection 3.03 hereof, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Company hereunder shall be made through without setoff or counterclaim. All payments hereunder shall be made in U.S. dollars. All interest calculated using the automatic withdrawal from LIBO Rate hereunder shall be computed on the Borrower’s deposit account basis of a year of 360 days and all interest calculated using the Base Rate hereunder shall be computed on the basis of a year of 365 days in each case, payable for the actual number of days elapsed (including the first day but excluding the last day). In connection with the confirmation of matters set forth in the definitions of the terms “Permitted Distribution” and “Permitted Tax Distribution” for which its confirmation is required (and the definition of the term “Excess Interest Proceeds” as it relates thereto), the Administrative Agent of amounts equal shall use commercially reasonable efforts to provide such confirmation (or the lack thereof) to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, Collateral Agent and the Borrower hereby irrevocably authorizes and directs Collateral Administrator within the Agent to take notice period for such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees Permitted Distribution or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duePermitted Tax Distribution.

Payments Generally. The Borrower and the Canadian Borrowers shall be obligated to make each payment required to be made by the Borrower or such Canadian Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollarsDollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.10, 2.11, 2.12, 11.3 and subsection 2.3(g2.3(e) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower and the Canadian Borrowers shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, subject to the conditions to the funding of Revolving Loans set forth herein, all payments of interest, fees and any other amounts (including, without limitation, payments of principal) due to be paid by the Borrower or any Canadian Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent funding of Base Rate Revolving Loans in amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower or such Canadian Borrower hereunder, and the Borrower and each Canadian Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsfunding of Base Rate Revolving Loans, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.Base Rate

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Borrower hereunder (whether in respect of principal, interest, fees fees, indemnity, expenses or reimbursement of LC Disbursementsother amounts due from the Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., or otherwise) prior to 1:00 p.m. Boston, Massachusetts Los Angeles time, on the date day when duedue without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and 10.06 hereof, such payments shall be made for the account of Lenders to the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available fundsat such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Borrower from time to time in U.S. dollars, without set-off or counterclaimfunds immediately available at such account. Any amounts payment or prepayment received by the Administrative Agent or such Lender after such time 11:00 a.m., Los Angeles time, on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretoDay. The Administrative Agent shall distribute any to the Lenders all such payments received by it for from the account Borrower as promptly as practicable after receipt by the Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of any other Person such payment on the same Business Day as such payment is received (or deemed received) from the Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of Federal Funds Effective Rate for each day until such payments payment is not so made. If any Upon termination of this Agreement and payment shall be due on a day that is not a Business Dayin full of all principal, 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. Notwithstanding anything to the contrary set forth hereinfees, all payments of interest, fees expenses and other amounts (including, without limitation, payments of principal) due to be paid by from the Borrower hereunder shall be made through or under any other Loan Document, each Lender will promptly mark xxx Notes "cancelled" and forward them to the automatic withdrawal from Administrative Agent for delivery to the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts 29 35 (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.b)

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and, except with respect to principal of and interest on Loans denominated in Euro, all payments by the Borrowers hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 3:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsEuro shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in U.S. dollars, without set-off or counterclaim. Any amounts received after such Euro and in Same Day Funds not later than 3:00 p.m. London time on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any date may, payments due under this Agreement be made in the discretion United States. If, for any reason, the Borrowers are prohibited by any Law from making any required payment hereunder in Euro, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the Agent, Euro payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 3:00 p.m. (or 3:00 p.m. London time in the case of payments in Euro) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g(b) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment to be made by the Borrowers shall be come due on a day that is not other than a Business Day, the date for payment shall be extended made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency RateTerm SOFR Loans or Alternative Currency Loans to be made in the next succeeding Business Daycalendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargedmade on the immediately preceding Business Day. The Borrower expressly acknowledges and agrees that if (c) Unless the Borrowers or any such withdrawal Lender has notified the Administrative Agent, prior to the date any payment is not in an amount sufficient required to satisfy be made by it to the amount of any interest, fees or other amounts (including, without limitation, principal payments) due Administrative Agent hereunder, that the Borrower Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrowers or such Lender, as the case may be, has timely made such payment and may (but shall remain obligated not be so required to), in reliance thereon, make available a corresponding amount to pay the full amount of such interest, fees or other amounts as and when the same shall become due.Person entitled thereto. If 111 #95488248v20

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwisea) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at its offices the account designated in Bostonwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Servicer of the calculation of amounts payable to the Lenders in respect of the Advances and the amounts payable to the Servicer. At least two (2) Business Days prior to each Interest Payment Date, Massachusettsthe Administrative Agent shall deliver an invoice to the Servicer, except that the Collateral Agent and the Collateral Administrator in respect of the interest and Administrative Agent Fee due on such Interest Payment Date. All payments pursuant not made to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) the Administrative Agent for distribution to the Lenders shall be made directly as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all payments by the Persons entitled theretoCompany hereunder shall be made without setoff or counterclaim. The Agent All payments hereunder shall distribute any such be made in USD other than payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereofinterest and principal made in respect of Advances denominated in a Permitted Non-USD Currency, and the Borrower which shall have no liability be made in the event timely or correct distribution applicable Permitted Non-USD Currency of such payments is not so madeAdvance. If any payment All interest hereunder shall be due computed on the basis of a day that is not a Business Dayyear of 360 days (other than (i) interest calculated at the Base Rate, the date for payment which shall be extended calculated on the basis of a year of 365/366 days and (ii) interest calculated according to XXXXX, which shall be calculated on the next succeeding Business Day, and, in the case basis of any payment accruing interest, interest thereon a year of 365 days) and shall be payable for the period actual number of such extensiondays elapsed (including the first day but excluding the last day). Notwithstanding anything to Except as otherwise specified by the contrary set forth hereinCompany, all payments repayments or prepayments of interest, fees and other amounts (including, without limitation, payments principal of principal) due to be paid by the Borrower Advances hereunder shall be made through deemed to repay the automatic withdrawal from longest outstanding Advance (or the Borrower’s deposit account with applicable portion thereof) denominated in the Agent of amounts equal to same currency as such prepayment on the amounts date of such interest, fees repayment or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueprepayment.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower hereunder (whether Borrowers of principal, interest, fees and other Obligations shall be absolute and unconditional and shall be made without condition or reimbursement deduction for any counterclaim, defense, recoupment, setoff or rescission. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of LC Disbursementsthe respective Lenders to which such payment is owed, or otherwise) prior to 1:00 at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. Boston, Massachusetts time, New York time on the date when due, specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in immediately available funds, in U.S. dollars, without set-off or counterclaimlike funds as received by wire transfer to such Lender’s Lending Office. Any amounts All payments received by the Administrative Agent after such 12:00 p.m. New York time on any date may, in the discretion of the Agent, shall be deemed to have been received on the next succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of calculating interest thereon. All payments shall “Interest Period”, if any payment to be made to by the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) Borrowers shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended to made on the next succeeding following Business Day, andand such extension of time shall be reflected in computing interest or fees, as the case may be. (c) Unless any Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that any Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrowers or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the case Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if any Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of any such assumed payment accruing interestthat was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall be payable forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period of from the date such extension. Notwithstanding anything amount was made available by the Administrative Agent to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due Borrowers to be paid the date such amount is recovered by the Borrower hereunder shall be made through Administrative Agent (the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts “ Compensation Period ”) at a rate per annum equal to the amounts of Federal Funds Rate from time to time in effect. If such interestLender pays such amount to the Administrative Agent, fees or other amounts due to be paid by then such amount shall constitute such Lender’s Loan included in the Borrower hereunderapplicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrowers, and the Borrower hereby irrevocably authorizes Borrowers shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (iii) In the event that any Lender fails to make available to the Administrative Agent such Lender’s Pro Rata Share of any Borrowing by the Borrowers in accordance with the provisions of Section 2.02 hereof, and directs the Borrowers do not repay to the Administrative Agent such Lender’s Pro Rata Share of the Borrowing within three (3) Business Days after such Borrowing, the Administrative Agent shall have the right to recover such Lender’s Pro Rata Share of the Borrowing directly from such Lender, together with interest thereon from the date of the Borrowing at the rate per annum applicable to such Borrowing. In addition, until the Agent recovers such amount, (x) such Lender shall not be entitled to take receive any payments under Sections 2.05 , 2.07 or 2.08 hereof, and (y) for purposes of voting on or consenting to other matters with respect to this Agreement or the other Loan Documents, such actions as may Lender’s Commitment shall be necessary deemed to effectuate be zero and such automatic withdrawalsLender shall not be considered to be a Lender. A notice of the Administrative Agent to any Lender or the Borrower Representative with respect to any amount owing under this subsection (c) shall be conclusive, and, upon funding absent manifest error. (d) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any such withdrawal in an amount sufficient Lender to make a payment any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of interest, fees or other amounts due hereunder, the Borrower’s its corresponding obligation to make do so on such payment date, and no Lender shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy responsible for the amount failure of any interest, fees other Lender to so make its Loan or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.purchase its participation. 2.13

Payments Generally. The Each Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m. BostonP.M., Massachusetts New York City time), on the date when due, in immediately available fundsfunds and in the currency with which the underlying obligations is denominated without set off, deduction or counterclaim; provided that the Borrowers shall make all payments in respect of the Available Currency Loans prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in U.S. dollarsimmediately available funds and in the Available Currency in which such Loan is denominated, without set-off set off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices in Bostonpursuant to the payment instructions provided by the Administrative Agent, Massachusetts, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.42.15, 2.112.16, 2.12, 11.3 2.17 and subsection 2.3(g) 10.03 shall be made directly to the Persons entitled theretothereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. 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, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under any Loan Document 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.007751-0138-14324-Active.18437309 #86412664v10

Payments Generally. The Borrower shall be obligated to make each payment required Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee, any Incremental Commitment Fee, any Incremental Upfront Fee and of all other amounts to be made paid by the Borrower hereunder under the Loan Documents (whether of principalthe Commitment Fee, interestany Incremental Commitment Fee, fees or reimbursement of and any Incremental Upfront Fee, any LC DisbursementsFee and any LC Upfront Fee together with all such other fees, or otherwisebeing sometimes hereinafter collectively referred to as the "Fees") shall, except as specified below, be made to the Administrative Agent, prior to 1:00 p.m. p.m., Boston, Massachusetts time, on the date when such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, in U.S. dollars, without set-off off, offset, recoupment or counterclaim. Any amounts received after The failure of the Borrower to make any such payment by such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m., Boston, Massachusetts time, on such due date may, in the discretion of the Agent, shall be deemed to have been received made on the next succeeding Business Day for purposes the purpose of calculating interest thereonon amounts outstanding on the Loans. All payments As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be made deemed to be payment by the Agent at its offices in BostonBorrower to such Credit Party. Notwithstanding the foregoing, Massachusetts, except that all payments pursuant to Sections 2.43.5, 2.113.6, 2.123.7, 11.3 and subsection 2.3(g) 11.4, all Incremental Upfront Fees and all LC Upfront Fees shall be made paid directly to the Persons Credit Party entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under the Loan Documents shall be due and payable on a day that which is not a Business Day, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Notwithstanding anything to , provided, however, that if such next Business Day would be after the contrary set forth hereinmaturity date of the relevant Facility, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall instead be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy due on the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately preceding Business Day.

Payments Generally. The Borrower shall be obligated (a) All payments to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees Administrative Agent or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion Lender that is an Affiliate of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments Administrative Agent shall be made to the Administrative Agent at its offices the account designated in Bostonwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). All payments made to any other Lender, Massachusettsthe Servicer, except that payments pursuant the Company, the Securities Intermediary or the Collateral Administrator (in the case of the Securities Intermediary and the Collateral Administrator, to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(gthe extent such Person is not the Collateral Agent) shall be made directly to such Person at the account designated by such person in writing to the Persons entitled theretoCollateral Agent and the Collateral Administrator. The Administrative Agent shall distribute any such payments received by it for the account of any other Person give written notice to the appropriate recipient promptly following receipt thereof, Collateral Agent and the Borrower Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Company promptly after the end of a Calculation Period (but at least two (2) Business Days prior to a Payment Date) of the calculation of amounts payable to the Financing Providers (including the applicable Benchmarks) in respect of the Financings and the amounts payable to the Company. Within two (2) Business Days after each Calculation Date, the Administrative Agent shall have no liability deliver an invoice to the Company, the Collateral Agent and the Collateral Administrator in respect of the interest due on such Payment Date. All payments to the Administrative Agent not made for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. All payments hereunder to the Secured Parties shall be made without setoff or counterclaim. All payments hereunder shall be made in USD other than payments of interest and principal made in respect of Advances denominated in a Permitted Non-USD Currency, which shall be made in the event timely or correct distribution applicable Permitted Non-USD Currency of such payments is not so madeAdvance. If any payment All interest hereunder shall be due computed on the basis of a day that is not a Business Dayyear of 360 days (other than interest calculated at the Base Rate, the date for payment which shall be extended to calculated on the next succeeding Business Day, and, in the case basis of any payment accruing interest, interest thereon a year of 365/366 days) and shall be payable for the period actual number of such extensiondays elapsed (including the first day but excluding the last day). Notwithstanding anything to the contrary Except as otherwise set forth herein, all payments by or on behalf of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Company hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account in accordance with the Agent Priority of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duePayments.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interestat the applicable Administrative Agent’s Office and in immediately available funds not later than 2:00 p.m., fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts timeLocal Time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., in immediately available fundsLocal Time, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, shall (in the sole discretion of the Administrative Agent, ) be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments shall be made to the Agent at its offices under each Loan Document of principal or interest in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(grespect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made directly in the currency of such Loan, and, except as otherwise expressly set forth in any Loan Document, all other payments under each Loan Document shall be made in Dollars. (b) If any payment to the Persons entitled thereto. The Agent shall distribute any such payments received be made by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency RateSOFR Loans to be made in the next succeeding Business Daycalendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargedmade on the immediately preceding Business Day. The (c) Unless the Borrower expressly acknowledges or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then the applicable Lender agrees to pay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, it being understood that nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder; and (ii) if any Lender failed to make such withdrawal is not in an amount sufficient payment, such Lender shall forthwith on demand pay to satisfy the Administrative Agent the amount of any interestthereof in immediately available funds, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.-120- #96501157v12

Payments Generally. The Borrower shall be obligated to make each payment required All payments to be made by the Borrower hereunder (whether shall be made free and clear of principalany Liens and without restriction, interestcondition or deduction for any counterclaim, fees defense, recoupment or reimbursement setoff. Except as otherwise provided below, all payments made with respect to the Loans on each Payment Date and Interest Payment Date shall be made to the Administrative Agent, for the account of LC Disbursementsthe respective Lenders to which such payment is owed, or otherwise) prior to 1:00 at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaimspecified herein. Any amounts received after such time on any date may, in the discretion The Administrative Agent will promptly distribute to each Lender its pro rata share of the Agent, principal amount paid according to the outstanding principal amounts of the applicable Loan held by the Lenders (or other applicable share of such payment as expressly provided herein) in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 p.m. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Unless and until each of the Administrative Agent and the Borrower receives written notice to the contrary from NY Green Bank, each of the Administrative Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability pay all amounts that are due and payable by it to Vivint Solar Financing NYGB Entity as a Lender [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. under this Agreement directly to, Account Number [***], ABA [***] or to such other account or Person designated by NY Green Bank, as may be notified to each of the Administrative Agent, the Collateral Agent and the Borrower in writing from time to time by NY Green Bank until the event timely or correct date of receipt by the Administrative Agent of the NY Green Bank Termination Notice; provided, that prior to any distribution of such payments is not so made. If any payment shall be due on a day that is not a Business Daycollateral proceeds payable to Vivint Solar Financing NYGB Entity pursuant to Section 2.02 of the Collateral Agency Agreement, the date for payment Administrative Agent shall be extended direct the Collateral Agent to instruct the next succeeding Business Day, andDepository Bank, in accordance with Section 3.05(a) of the case of Depository Agreement, to pay any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be Vivint Solar Financing NYGB Entity as a Secured Party pursuant Section 2.02 of the Collateral Agency Agreement to an account held in the name of Vivint Solar Financing NYGB Entity and designated by NY Green Bank to the Collateral Agent pursuant to Section 10.2.4 of the NY Green Bank Loan Agreement. All amounts so paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient deemed paid to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts Vivint Solar Financing NYGB Entity as and when the same shall become duea Lender under this Agreement.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether except with respect to principal of, interest on, and other amounts relating to, Loans denominated in a Committed Currency) shall be made to the Paying Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the Paying Agent's Office in Dollars and in immediately available funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. Except as otherwise expressly provided herein, all payments by the Borrower with respect to principal of, interest on, and other amounts relating to, Loans denominated in a Committed Currency shall be made to the Paying Agent, for the account of the respective Lenders to which such payment is owed, at the Payment Office in such Committed Currency and in immediately available funds, funds not later than 2:00 p.m. on the date specified herein. The Paying Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in U.S. dollars, without set-off or counterclaimlike funds as received by wire transfer to such Lender's Lending Office. Any amounts All payments received by the Paying Agent after such time on any date may, in the discretion of the Agent, 2:00 p.m. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the Agent at its offices in Bostonnext succeeding calendar month, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) such payment shall be made directly on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Paying Agent, prior to the Persons date any payment is required to be made by it to the Paying Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Paying Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the 44Person entitled thereto. The If and to the extent that such payment was not in fact made to the Paying Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall distribute forthwith on demand repay to the Paying Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Paying Agent to such Lender to the date such amount is repaid to the Paying Agent in immediately available funds at the higher of (A) Federal Funds Rate from time to time in effect in the case of Loans denominated in Dollars or (B) the cost of funds incurred by the Paying Agent in respect of such amount in the case of Loans denominated in Committed Currencies; and (ii) if any Lender failed to make such payments received by it payment, such Lender shall forthwith on demand pay to the Paying Agent the amount thereof in immediately available funds, together with interest thereon for the account of any other Person period from the date such amount was made available by the Paying Agent to the appropriate recipient promptly following receipt thereofBorrower to the date such amount is recovered by the Paying Agent (the "Compensation Period") at a rate per annum equal to the higher of (A) Federal Funds Rate from time to time in effect in the case of Loans denominated in Dollars or (B) the cost of funds incurred by the Paying Agent in respect of such amount in the case of Loans denominated in Committed Currencies. If such Lender pays such amount to the Paying Agent, then such amount shall constitute such Lender's Loan included in the applicable Borrowing in the case of Loans denominated in Dollars or (B) the cost of funds incurred by the Paying Agent in respect of such amount in the case of Loans denominated in Committed Currencies. If such Lender does not pay such amount forthwith upon the Paying Agent's demand therefor, the Paying Agent may make a demand therefor upon the Borrower, and the Borrower shall have no liability in the event timely or correct distribution of pay such payments is not so made. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended amount to the next succeeding Business DayPaying Agent, and, in the case of any payment accruing interest, together with interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts Compensation Period at a rate per annum equal to the amounts rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Paying Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Paying Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Paying Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Paying Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Paying Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, fees and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 45 (g) Whenever any payment received by the Paying Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to be paid by the Borrower hereunder, Agents and the Borrower hereby irrevocably authorizes Lenders under or in respect of this Agreement and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsother Loan Documents on any date, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargeddistributed by the Paying Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. The If the Paying Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Paying Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender's Pro Rata Share of the sum of (A) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (h) To the extent that the Paying Agent receives funds for application to the amounts owing by the Borrower expressly acknowledges under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Paying Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.12, the Paying Agent shall be entitled to convert or exchange such funds into Dollars or into a Committed Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Paying Agent to distribute such funds in accordance with the terms of this Section 2.12; provided that the Borrower and agrees each of the Lenders hereby agree that if the Paying Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.12(h) or as a result of the failure of the Paying Agent to effect any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees conversion or other amounts (including, without limitation, principal payments) due hereunder, exchange; and provided further that the Borrower shall remain obligated agrees to pay indemnify the full amount Paying Agent and each Lender, and hold the Paying Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Paying Agent or any Lender for any conversion or exchange of such interest, fees currencies (or other amounts as and when the same shall become due.failure to convert or exchange any currencies) in accordance with this Section 2.12(h). 2.13

Payments Generally. The Borrower All payments under this Agreement, the Notes and the other Facility Documents shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available fundsfunds in Dollars (except that payments on Eurocurrency Loans denominated in an Alternative Currency shall be made in such Alternative Currency) without offset, in U.S. dollars, without set-off deduction or counterclaim. Any amounts received after such time on withholding of any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonkind. All payments shall be made not later than 11:00 a.m. (New York, New York, time) on the relevant dates specified above (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Banking Day) to an account of the Administrative Agent maintained at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it Principal Office for the account of the applicable Lending Office of each Bank. The Administrative Agent, or any Bank for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment that is not made by such time to any ordinary deposit account of the applicable Borrower with the Administrative Agent or such Bank, as the case may be, and any Bank so doing shall promptly notify the Administrative Agent. The applicable Borrower shall, at the time of making each payment under this Agreement, any Note or any other Person Facility Document, specify to the appropriate recipient promptly following receipt thereofAdministrative Agent the principal or other amount payable by such Borrower under this Agreement, such Note or such other Facility Document to which such payment is to be applied (and the Borrower shall have no liability in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Administrative Agent may apply such payments is not so madepayment as it may elect in its sole discretion but subject to Section 12.16). If the due date of any payment shall be due under this Agreement, any Note or any other Facility Document would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth hereinAdministrative Agent hereunder, all payments under any Note or under any other 39 33 Facility Document for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Bank shall be paid by promptly to such Bank, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueBank's applicable Lending Office.

Payments Generally. The All payments of principal of, and interest on, the Obligations under this Credit Agreement by any Borrower Party to or for the account of Lenders, or any of them, shall be obligated made without condition or deduction for any counterclaim, defense, recoupment or setoff by such Borrower Party. Except as otherwise expressly provided herein, all payments by the Borrower Parties hereunder shall be made to make Administrative Agent, for the account of the respective Lenders and Lender Groups to which such payment is owed, at Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. Funds received by Administrative Agent after 1:00 p.m. shall be treated for all purposes as having been received by Administrative Agent on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to accrue. Except as provided in Section 13.11(c) hereof, and except for Swingline Loans repaid to the Swingline Lender before the provisions of Section 2.07(d)(i) become applicable, each Lender shall be entitled to receive its applicable share of each payment required received by Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to the appropriate Funding Agent. If any payment to be made by the any Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments Party shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended to made on the next succeeding following Business Day, andand such extension of time shall be reflected in computing interest or fees, in as the case of any payment accruing interest, interest thereon shall be payable for may be. Each Funding Agent agrees to use reasonable efforts to apply the period amounts received in respect of such extension. Notwithstanding anything 4857-3757-1665 v.17 repayments to the contrary set forth herein, all outstanding Loans of the Lenders members of its Lender Group so as to minimize broken funding payments of interest, fees and other amounts (including, without limitation, payments of principal) due payable pursuant to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueSection 4.05.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made in respect of the Obligations shall be payable prior to 3:00 p.m. (Mountain time) on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower hereunder Company, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments or prepayments of Obligations shall be made (whether i) by wire transfer of immediately available funds to ABA No. 000000000 for advice to and credit of CoBank (or to such other account as CoBank may direct by written notice) or (ii) by check or ACH transfer, to CoBank at its office located at 0000 X. Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (or at such other place of payment designated by CoBank to the Company) for the account of CoBank in U.S. dollars and in immediately available funds. In the event that any payment on any Obligation is made by check by the Company, credit for payment by check shall be given as of the Business Day on which CoBank receives the check at the address designated by CoBank from time to time for delivery of payments by check. All notices by the Company to CoBank of payment or prepayment shall be irrevocable. CoBank’s statement of account, ledger, or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal, interest, fees or reimbursement of LC Disbursementsand other Obligations owing under this Agreement, or otherwise) prior to 1:00 p.m. Bostonthe Notes, Massachusetts time, on and the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, other Loan Documents and shall be deemed to have been an “account stated.” Any payment received by CoBank after 3:00 p.m. (Mountain time) shall be deemed received by CoBank on the next succeeding Business Day for purposes of calculating interest thereonDay. All payments hereunder and under any Note, including all amounts designated as principal prepayments, shall be made credited first to the Agent at its offices in Bostoninterest, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereofcosts, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, lawful charges then accrued and the Borrower hereby irrevocably authorizes and directs the Agent remainder to take such actions principal as provided herein or in any applicable Note or otherwise as CoBank in its sole discretion may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duedetermine.

Payments Generally. The Borrower Borrowers shall be obligated to make each payment required to be made by the Borrower Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) to Lender at its offices in Boston, Massachusetts, prior to 1:00 p.m. 3:00 p.m., Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, due (except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If if any payment 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 shall be made in immediately available funds, in U.S. dollars without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. Notwithstanding anything to the contrary set forth herein, subject to the conditions to the funding of Revolving Loans set forth herein, all payments of interest, fees and any other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Borrowers hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent funding of Base Rate Revolving Loans in amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower Borrowers hereunder, and the Borrower Borrowers hereby irrevocably authorizes authorize and directs direct the Agent Lender to take such actions as may be necessary to effectuate such automatic withdrawalsfunding of Base Rate Revolving Loans, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderBase Rate Revolving Loan, the Borrower’s Borrowers’ obligation to make such payment shall be dischargeddischarged and replaced by the resulting Base Rate Revolving Loan. The Borrower Borrowers expressly acknowledges acknowledge and agrees agree that (i) the Lender may, in its sole discretion, effectuate the automatic funding of a Revolving Loan pursuant to this subsection 2.6(a) even though at the time of, or after giving effect to, the funding of such Revolving Loans the Revolving Credit Exposure exceeds the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base, and (ii) if any such withdrawal is one or more of the conditions to the funding of Revolving Loans cannot be satisfied and the Lender, in its sole discretion, refuses to fund a Base Rate Revolving Loan in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower Borrowers shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made of principal of, and interest on, the Obligations under this Credit Agreement by Borrowers to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it or for the account of Lenders, or any of them, shall be made by Borrowers without condition or deduction for any counterclaim, defense, recoupment or setoff, for receipt by Administrative Agent on the relevant due date before 2:00 p.m. (New York time), in federal or other Person immediately available funds to the appropriate recipient promptly Funding Account. Funds received after 2:00 p.m. (New York time) shall be treated for all purposes as having been received by Administrative Agent on the first Business Day next following receipt thereofof such funds. Except as provided in Section 13.13 hereof, each Lender shall be entitled to receive its applicable Pro Rata Share of each payment received by Administrative Agent hereunder, for the account of the Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to such Lender. Administrative Agent and each Lender hereby agree that payments to Administrative Agent by Borrowers of principal of, and interest on, the Borrower Obligations by Borrowers to or for the account of Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall have no liability constitute satisfaction of Borrowers’ obligations with respect to any such payments, and Administrative Agent shall indemnify, and each Lender shall hold harmless, Borrowers from any claims asserted by any Lender in the event timely or correct distribution of connection with Administrative Agent’s duty to distribute and apportion such payments is to Lenders in accordance with this Section 3.04 and pursuant to Section 2.14 with respect to payments due to any Non-Extending Lenders with respect to any extension of the Stated Maturity Date to which they did not so madeconsent. If any payment All payments made on the Obligations shall be due on a day that is not a Business Daycredited, the date for payment shall be extended to the next succeeding Business Day, andextent of the amount thereof, in the case following manner: (i) first, against all actual out-of-pocket costs, expenses and other fees (including reasonable attorneys’ fees) arising and owed by Borrowers under the terms hereof; (ii) second, against all accrued and unpaid interest on the Obligations as of any payment accruing interest, interest thereon shall be payable for the period date of such extension. Notwithstanding anything payment; (iii) third, against the Principal Obligation due and owing as of the date of such payment; and (iv) fourth, to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments constituting any portion of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueObligations.

Payments Generally. The Each Borrower shall be obligated to make each payment and prepayment required to be made by the Borrower it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.15, 2.16, or 11.04, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 1:00 p.m. Boston2:00 p.m., Massachusetts New York City time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments and prepayments shall be made to the Administrative Agent at its offices in Boston, Massachusettsto the Administrative Agent’s Account, 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 2.42.15, 2.112.16, 2.1211.03 and 11.04, 11.3 and subsection 2.3(g) which shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment or prepayment hereunder shall be due on a day that is not a Business Day, the date for payment or prepayment, as the case may be, shall be extended to the next succeeding Business Day, Day and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything The Administrative Agent shall distribute any payments received by it for account of any other Person to the contrary set forth hereinappropriate recipient promptly following receipt thereof, all payments provided that any such payment received by it upon the exercise of interest, fees and remedies hereunder or under the other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder Loan Documents shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal applied to the amounts Obligations hereunder in the following order: first, to the payment of the costs and expenses of collecting such interestpayments, fees or other amounts due to be paid by including reasonable out-of-pocket costs and expenses of the Borrower hereunderAdministrative Agent, and the Borrower hereby irrevocably authorizes fees and directs expenses of its agents and counsel, in each case in such order as the Administrative Agent shall in its sole discretion determine; second, to take such actions as may the payment of the Obligations (including cover for Letters of Credit outstanding hereunder), in each case ratably in accordance with the respective amounts thereof (except that the portion, if any, of LC Disbursements made by the respective Issuing Lenders in excess of the amount thereof that the Revolving Credit Lenders are required to pay to the Issuing Lenders under Section 2.05(e) in respect of drawings on Letters of Credit shall be necessary paid in full prior to effectuate such automatic withdrawals, and, upon funding the payment of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.Obligations); and

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in immediately available fundsany Alternative Currency, the Borrowers shall make such payment in U.S. dollarsDollars in the Dollar Amount of the applicable foreign currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m. (New York, without set-off or counterclaim. Any amounts received after such time on any date mayNew York time), in the discretion case of payments in Dollars, or (ii) after the AgentApplicable Time in the case of payments in any Alternative Currency, shall in each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments (b) If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. (c) Unless the Administrative Borrower has notified the Administrative Agent, prior to the Agent at its offices in Boston, Massachusetts, except that payments pursuant date any payment is required to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly by it to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it hereunder for the account of any other Person Lender or an L/C Issuer hereunder, that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to such Lender or L/C Issuer. If and to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be due on a day extent 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.was

Payments Generally. The Borrower parties agree that (i) all payments and prepayments of principal, interest and other amounts in connection with Loans denominated in US Currency and all fees shall be obligated to make each payment required made in US Currency and (ii) all payments of principal, interest and other amounts (other than fees) in connection with Revolving Credit Loans denominated in any Other Currency shall be made in such Other Currency. All payments and prepayments to be made by the Borrower hereunder (whether in respect of principal, interest, fees or reimbursement of LC Disbursementsother amounts due from the Borrowers in US Currency shall be payable by 12:00 noon, or otherwise) prior to 1:00 p.m. Boston, Massachusetts New York time, on the date day when duedue without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. Except for payments under Sections 2.10 and 10.06, such payments shall be made to the Agent at the Applicable Location in US Currency in funds immediately available fundsat the Applicable Location without setoff, counterclaim or other deduction of any nature. All payments and prepayments to be made in U.S. dollarsrespect of principal, interest, fees or other amounts due from the Borrowers in any Other Currency shall be payable by 12:00 noon, London time, on the day when due without set-off presentment, demand, protest or counterclaimnotice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. Except for payments under Sections 2.10 and 10.06, such payments shall be made to the Agent at the Applicable Location in such Other Currency in funds immediately available at the Applicable Location without setoff, counterclaim or other deduction of any nature. Any amounts payment or prepayment received (i) in US Currency by the Agent or such Lender after such time 12:00 noon, New York time, on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments and (ii) in any Other Currency by the Agent or such Lender after 12:00 noon, London time, on any day shall be made deemed to have been received on the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretonext succeeding London Business Day. The Agent shall distribute any to the Lenders all such payments received by it for from the account of any other Person to the appropriate recipient Borrowers as promptly following as practicable after receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueAgent.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interestat the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon, fees or reimbursement of LC DisbursementsNew York, or otherwise) prior to 1:00 p.m. Boston, Massachusetts New York time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 noon, in immediately available fundsNew York, in U.S. dollarsNew York time, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, shall be deemed to have been received on the next succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of calculating interest thereon. All payments shall “Interest Period”, if any payment to be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended to made on the next succeeding following Business Day, andand such extension of time shall be reflected in computing interest or fees, as the case may be. (c) If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower may direct. (d) Unless the Borrower has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment in accordance herewith and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Lenders or the L/C Issuer Issuers entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then each Lender and the each L/C Issuer, as the case may be, severally agrees to forthwith on demand repay to the Administrative Agent the portion of any such assumed payment accruing interestthat was made available to such Lender or the such L/C Issuer, as applicable in immediately available funds, together with interest thereon shall be payable for in respect of each day from and including the period of date such extension. Notwithstanding anything amount was made available by the Administrative Agent to such Lender to the contrary set forth hereindate such amount is repaid to the Administrative Agent in immediately available funds, all payments at the greater of interest, fees the Federal Funds Rate from time to time in effect and other amounts (including, without limitation, payments of principal) due to be paid a rate determined by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account Administrative Agent in accordance with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duebanking industry rules on interbank compensation.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, New York time on the date when duespecified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. New York time, shall in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. (c) Unless the Borrower has notified the Administrative Agent, prior to the Agent at its offices in Boston, Massachusetts, except that payments pursuant date any payment is required to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly by it to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it hereunder for the account of any other Person Lender, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to such Lender. If and to the appropriate recipient promptly following receipt thereofextent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall have return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no liability Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the event timely funds for any Loan in any particular place or correct distribution of such payments is not so mademanner. If (g) Whenever any payment shall be received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due on a day that is not a Business Day, the date for payment shall be extended and payable 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Administrative Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes Lenders under or in respect of this Agreement and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsother Loan Documents on any date, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargeddistributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. The Borrower expressly acknowledges and agrees that if any If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such withdrawal is funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in an amount sufficient to satisfy accordance with such Lender’s Pro Rata Share of such of the amount of any interest, fees outstanding Loans or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated Obligations then owing to pay the full amount of such interest, fees or other amounts as and when the same shall become due.Lender. Exhibit 10.1

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Borrower hereunder (whether of in respect of(a) principal, interest, Unused Commitment Fees, Letter of Credit Fees, other fees referred to in Section 2.7 or other fees or reimbursement of LC Disbursements, or otherwise) amounts due from the Borrower hereunder shall be payable prior to 1:00 p.m. Boston, Massachusetts time, 11:00 a.m. on the date when duedue without presentment, in immediately available fundsdemand, in U.S. dollarsprotest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off off, counterclaim or counterclaimother deduction of any nature, and an action therefor shall immediately accrue. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All Such payments shall be made to the Administrative Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it Principal Office for the account of any the Lenders or each Issuing Lender to which they are owed, in each case in Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such amounts to each Issuing Lender, Swing Line Lender and/or applicable Lenders in immediately available funds. The Administrative Agent’s and each Xxxxxx’s statement of account, ledger or other Person relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account stated.” Payments by the Borrower; Presumptions by the Administrative Agent. Unless the(b) Administrative Agent shall have received notice from the Borrower prior to the appropriate recipient promptly following receipt thereof, and date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Interest Payment Dates. Interest on Base Rate Loans shall have no liability be due and payable in arrears2.11 on each Interest Payment Date. Interest on LIBORTerm SOFR Rate Loans shall be due and payable on the event timely or correct distribution last day of each Interest Period for those Loans and, if such Interest Period is longer than three months, also on the date that is the three-month anniversary of the first day of such payments is not so madeInterest Period. If any payment Interest on mandatory prepayments of principal under Section 2.13 shall be due on a day that is not a Business Day, the date for payment such mandatory prepayment is due. Interest on the principal amount of each Loan not constituting a Base Rate Loan or a Term SOFR Rate Loan or on other monetary Obligation shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be due and payable for the period of on demand after such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.67

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder or under any other Loan Document (whether of principalprincipal of Loans, LC Disbursements, interest, fees or reimbursement of LC Disbursementsfees, or otherwise) prior to 1:00 p.m. Boston2:00 p.m., Massachusetts New York City time, on the date when due, in immediately available funds, in U.S. dollars, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, shall 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 Agent Bank at its offices in Bostonoffice at One Liberty Plaza, MassachusettsNew York, except that payments pursuant to Sections 2.4New York, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any or such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability office in the event timely or correct distribution of such payments is not so madeUnited States as to which the Bank may notify the Borrower. If Except as may be otherwise provided in the defined term "Interest Period", 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. Notwithstanding anything All payments hereunder shall be made in dollars. If at any time insufficient funds are received by and available to the contrary set forth hereinBank from the Borrower to pay fully all amounts of principal of Loans, all payments of LC Disbursements, interest, fees and other amounts (includingthen due under the Loan Documents, without limitation, payments of principal) due to be paid by the Borrower hereunder such funds shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal applied to the amounts obligations owing to the Bank: (i) first, to payment of such interestamounts (excluding principal, interest and fees), in such order as the Bank may choose, (ii) second, to such interest and fees or other amounts due to be paid by the Borrower hereunderthen due, and (iii) third, to such principal of the Borrower hereby irrevocably authorizes Loans and directs LC Disbursements then due. All amounts paid under the Agent to take such actions as may Loan Documents shall not be necessary to effectuate such automatic withdrawals, and, upon funding of refundable under any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duecircumstances.

Payments Generally. The Each Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m. Bostonthe time expressly required hereunder or under such other Loan Document for such payment (or, Massachusetts if no such time is expressly required, prior to 12:00 noon, Chicago, Illinois time), on the date when due, in immediately available fundsfunds and in the currency with which the underlying obligations is denominated without set-off, deduction or counterclaim; provided that the Borrowers shall make all payments in respect of the Available Currency Loans prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in U.S. dollarsimmediately available funds and in the Available Currency in which such Loan is denominated, without set-off off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices in Bostonpursuant to the payment instructions provided by the Administrative Agent, Massachusetts, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.42.15, 2.112.16, 2.12, 11.3 2.17 and subsection 2.3(g) 10.03 shall be made directly to the Persons entitled theretothereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. 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, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under any Loan Document 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower All payments under this Agreement, the Note and the other Facility Documents shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principalto Lender at 0000 Xxxxxx xx xxx Xxxxxxxx, interestXxx Xxxx, fees or reimbursement of LC DisbursementsXX 00000, or otherwise) prior such other place as Lender may from time to 1:00 p.m. Boston, Massachusetts time, on time specify in writing in lawful currency of the date when due, United States of America in immediately available funds, in U.S. dollarswithout counterclaim or set off and free and clear of, and without set-off deduction or counterclaim. Any amounts received withholding for, any taxes or other payments, not later than 12:00 noon New York, New York time on the relevant dates specified herein (each such payment made after such time on any such due date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made Day) by, unless Lender agrees to accept payment by other means, the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received debiting by it Lender for the account of the applicable Lending Office of Lender, of the amount of any such payment from any ordinary deposit account of the Borrower with Lender. Borrower shall, at the time of making each optional prepayment under this Agreement, the Note or any other Person to the appropriate recipient promptly following receipt thereofFacility Document, and in addition to any notice required by Section 2.08, specify to Lender the principal or other amount payable by the Borrower shall have no liability under this Agreement, the Note or such other Facility Document to which such payment is to be applied (and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, Lender may apply such payments is not so madepayment as provided in Section 10.04). If the due date of any payment shall be due under this Agreement, the Note or any other Facility Document would otherwise fall on a day that which is not a Business Day, the such date for payment shall be extended to the next succeeding Business Day, andDay (unless, in the case of any a Libor Rate Loan, such extension would carry such due date into another calendar month, in which event such payment accruing interest, shall be due on the immediately preceding Business Day) and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything Each payment received by Lender hereunder, under the Note or under any other Facility Document shall be paid promptly, in immediately available funds, for the account of Lender's Lending Office. All payments shall be applied first to the contrary set forth hereinpayment of all fees, all payments of interest, fees expenses and other amounts due the Lender (includingexcluding principal and interest), without limitation, payments of principal) due then to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such accrued and unpaid interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes balance on account of outstanding principal; provided, however, that after the occurrence and directs during the Agent to take such actions continuance of an Event of Default, payments will be applied as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal set forth in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueSection 10.04.

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwisea) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at its offices the account designated in Bostonwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Servicer of the calculation of amounts payable to the Lenders in respect of the Advances and the amounts payable to the Servicer. At least two (2) Business Days prior to each Interest Payment Date, Massachusettsthe Administrative Agent shall deliver an invoice to the Servicer, except that the Collateral Agent and the Collateral Administrator in respect of the interest due on such Interest Payment Date. All payments pursuant not made to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) the Administrative Agent for distribution to the Lenders shall be made directly as directed in writing by the Administrative Agent. Subject to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth hereinSection 3.03 hereof, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Company hereunder shall be made through without setoff or counterclaim. All payments hereunder shall be made in USD, other than payments of interest and principal made in respect of Advances denominated in a Permitted Non-USD Currency, which shall be made in such Permitted Non-USD Currency. All interest calculated using the automatic withdrawal from Reference Rate (other than the Borrower’s CDOR RateTerm XXXXX) hereunder shall be computed on the basis of a year of 360 days and all interest calculated using the Base Rate and the CDOR RateTerm XXXXX hereunder shall be computed on the basis of a year of 365 days in each case, payable for the actual number of days elapsed (including the first day but excluding the last day). (b) If, at least four (4) Business Days prior to any Interest Payment Date or the Maturity Date or an Additional Distribution Date, the Collateral Administrator shall have notified the Company, the Collateral Agent and the Administrative Agent that the Company does not have a sufficient amount of funds in a Currency on deposit account with in the Agent Collection Account or the Permitted Non-USD Currency Collection Account in respect of amounts equal the applicable Currency, as applicable, that will be needed (1) to pay to the Lenders all of the amounts of such interest, fees or other amounts due required to be paid by on such date and/or (2) to pay any expenses required to be paid in accordance with the Borrower hereunderPriority of Payments, in each case, in such Currency as required for such payment (a "Currency Shortfall"), then, so long as no Event of Default shall have occurred and be continuing and no Market Value Event has occurred, the Borrower hereby irrevocably authorizes and directs Company shall exchange (or shall direct the Collateral Agent to take such actions exchange) amounts in another Currency in any Permitted Non-USD Currency Collection Account or the Collection Account, as may be necessary to effectuate such automatic withdrawalsapplicable, and, upon funding for the Currency in respect of any such withdrawal which there is a Currency Shortfall in an amount sufficient necessary to make a payment of interestcure such Currency Shortfall. Each such exchange shall occur no later than one Business Day prior to such Interest Payment Date or Additional Distribution Date or the Maturity Date, fees or other amounts due hereunderas applicable, the Borrower’s obligation to make such payment and shall be dischargedmade at the Spot Rate at the time of conversion. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.If for

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Borrower hereunder (whether in respect of principal, interest, fees fees, indemnity, expenses or reimbursement of LC Disbursementsother amounts due from the Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., or otherwise) prior to 1:00 p.m. Boston, Massachusetts Los Angeles time, on the date day when duedue without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and 10.06 hereof, such payments shall be made for the account of Lenders to the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available fundsat such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Borrower from time to time in U.S. dollars, without set-off or counterclaimfunds immediately available at such account. Any amounts payment or prepayment received by the Administrative Agent or such Lender after such time 11:00 a.m., Los Angeles time, on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretoDay. The Administrative Agent shall distribute any to the Lenders all such payments received by it for from the account Borrower as promptly as practicable after receipt by the Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of any other Person such payment on the same Business Day as such payment is received (or deemed received) from the Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of Federal Funds Effective Rate for each day until such payments payment is not so made. If any Upon termination of this Agreement and payment shall be due on a day that is not a Business Dayin full of all principal, 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. Notwithstanding anything to the contrary set forth hereinfees, all payments of interest, fees expenses and other amounts (including, without limitation, payments of principal) due to be paid by from the Borrower hereunder shall be made through or under any other Loan Document, each Lender will promptly mark xxx Notes "cancelled" and forward them to the automatic withdrawal from Administrative Agent for delivery to the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts 39 48 (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.b)

Payments Generally. The As payments from the AR Customer are received, Lender shall apply such payments first to fees, second to interest, and finally to outstanding Principal. Borrower shall be obligated to make each payment all outstanding payments required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, herein on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonPayment Date. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretoLender. The Agent shall distribute any such payments received Except as otherwise expressly provided herein or as may be otherwise required by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth hereinLender, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the AR Customer or Borrower hereunder shall be made through (a) to Agent for the automatic withdrawal account of Lender in U.S. dollars and in immediately available funds, (b) no later than 7:00 p.m. ET on the date specified herein and (c) at the office of the Agent referenced in the Terms and Conditions or at a different place or to a different person if required by Lender. All payments received by Agent after 7:00 p.m. ET shall be deemed received on the next succeeding business day and any applicable interest or fee shall continue to accrue. If any payment to be made by the AR Customer or Borrower shall come due on a day other than a business day, payment shall be made on the next following business day, and such extension of time shall be included in computing interest or fees, as the case may be. Repayment and Maturity Date. Any outstanding principal amount of the Loan, together with any accrued but unpaid interest, charges, fees and penalties not covered by payments from the Borrower’s deposit AR Customer, shall be due and payable on (the“Maturity Date”). Lender expressly grants Borrower an additional three (3) calendar day period after the Maturity Date (the “Extension Period”) within which Borrower can make timely payments under this Agreement (such date, the “Payment Date”). Interest and fees, if applicable, shall continue to accrue during such Extension Period. Borrower expressly authorizes Lender to initiate an Automated Clearing House (“ACH”) debit from the account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid designated by the Borrower hereunderin accordance with the AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBITS) for all amounts due and owing by Borrower to Lender under this Agreement on or after the Maturity Date. In connection with such payments, Borrower further agrees to complete the separate ACH transfer authorization (“ACH Authorization”) in the form attached as Exhibit E. This Agreement shall be effective as of the date first written above, and shall continue in full force and effect until such time as the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsLoan has been paid in full, andincluding principal, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, costs, expenses, attorneys’ fees, and other fees and charges or other amounts due hereunder, until such time as the Borrower’s obligation parties may agree in writing to make such payment shall be dischargedterminate this Agreement. The Borrower expressly acknowledges and agrees that if Each Obligor waives any such withdrawal is not in an amount sufficient statute of limitations applicable to satisfy this Agreement to the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duefullest extent permissible by law.

Payments Generally. The Borrower All payments under this Agreement, the Notes and the other Facility Documents shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in Dollars in immediately available fundsfunds not later than 12:00 noon New York, New York time on the relevant dates specified above or in U.S. dollars, without set-off or counterclaim. Any amounts received such Facility Document (each such payment made after such time on any such due date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made Banking Day) to the Agent Administrative Agent's account number 136621-22506 maintained at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it Principal Office for the account of the applicable Lending Office of each Bank. The Administrative Agent, or any Bank for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Administrative Agent or such Bank, as the case may be, and any Bank so doing shall promptly notify the Administrative Agent. The Borrower shall, at the time of making each payment under this Agreement, any Note or any other Person Facility Document, specify to the appropriate recipient promptly following receipt thereof, and Administrative Agent the principal or other amount payable by the Borrower shall have no liability under this Agreement, such Note or such other Facility Document to which such payment is to be applied (and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Administrative Agent may apply such payments is not so madepayment as it may elect in its sole discretion (subject to Section 11.16)). If the due date of any payment shall be due under this Agreement, any Note or any other Facility Document would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, andBanking Day (unless such succeeding Banking Day falls in a subsequent calendar month, in which case such payment shall be due on the case of any payment accruing interest, preceding Banking Day) and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth hereinAdministrative Agent under this Agreement, all payments any Note or any other Facility Document for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Bank shall be paid by promptly to such Bank, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueBank's Lending Office.

Payments Generally. The Borrower All payments under this Agreement or the ------------------ Notes shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to in United States Dollars in funds which are immediately available not later than 1:00 p.m. Boston, Massachusetts time, New York City time on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to Banking Day) at the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it Chase Office for the account of any other Person each Lender, and all such payments may be made by making a Revolving Credit Loan to the appropriate recipient promptly following receipt thereofBorrower for the amount thereof (or during the continuance of an Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). The Agent, or any Lender for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Lender, as the case may be, and any Lender so doing shall promptly notify the Agent. Subject to (S) 11.16, the Borrower shall have no liability shall, at the time of making each payment under this Agreement or the Notes, specify to the Agent the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment is to be applied and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Agent may, subject to (S) 11.16, apply such payments is not so madepayment as it may elect in its sole discretion. If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth herein, all payments Agent hereunder or under any Note for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Lender shall be paid by promptly to such Lender, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLender's Lending Office.

Payments Generally. The Borrower shall be obligated to make each payment required All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. Except as otherwise expressly provided herein all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interestat the applicable Administrative Agent's Office in Dollars and in Same Day Funds not later than 11:00 a.m., fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts San Francisco time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 11:00 a.m., in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such San Francisco time on any date may, in the discretion of the Agent, shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments in respect of any Interest Rate Swap shall be made as provided in the applicable Joinder Agreement and attachments thereto. Subject to the Agent at its offices in Bostondefinition of "Interest Period," if any payment to be made by the Borrower shall come due on a day other than a Business Day, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) payment shall be made directly on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. If at any time insufficient funds are received by and available to the Persons Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties. Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. The If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: if the Borrower failed to make such payment, each Lender shall distribute forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds, at the applicable Federal Funds Rate from time to time in effect; and if any Lender failed to make such payments received by it payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the account of any other Person period from the date such amount was made available by the Administrative Agent to the appropriate recipient promptly following receipt thereofBorrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor on the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have no liability in against any Lender as a result of any default by such Lender hereunder. A notice of the event timely or correct distribution of such payments is not so madeAdministrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended Lender makes available to the next succeeding Business Day, and, Administrative Agent funds for any Loan to be made by such Lender as provided in the case foregoing provisions of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunderthis Article II, and the Borrower hereby irrevocably authorizes conditions to Credit Extensions set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. The obligations of each Revolving Lender hereunder to make Loans and directs to fund participations in Letters of Credit applicable to it, the Agent obligations of each Term Lender hereunder with respect to take such actions as may be necessary its Term Loans, and the obligations of each Swap Counterparty hereunder to effectuate such automatic withdrawals, and, upon funding make Interest Rate Swaps are several and not joint. The failure of any such withdrawal in an amount sufficient Lender to make a payment any Loan or to fund any such participation on any date required hereunder shall not relieve any other applicable Lender of interest, fees or other amounts due hereunder, the Borrower’s its corresponding obligation to make do so on such payment date, and no Lender shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy responsible for the amount failure of any interest, fees other Lender to so make its Loan or other amounts (including, without limitation, principal payments) due hereunder, purchase its participation. Nothing herein shall be deemed to obligate any Lender to obtain the Borrower shall remain obligated funds for any Loan in any particular place or manner or to pay constitute a representation by any Lender that it has obtained or will obtain the full amount of such interest, fees funds for any Loan in any particular place or other amounts as and when the same shall become duemanner.

Payments Generally. The Borrower shall be obligated to make each payment required 4. All payments to be made by the Applicable Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect (i) to principal of and interest on Revolving Loans denominated in an Alternative Currency, and (ii) to principal of and interest on Swingline Loans denominated in a Subsidiary Currency, all payments by the Borrowers hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in immediately available fundsan Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in U.S. dollarssuch Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Except as otherwise expressly provided herein, without set-off all payments by the Swingline Borrowers hereunder with respect to principal and interest on Swingline Loans denominated in a Subsidiary Currency shall be made as directed by such applicable Swingline Lender, for the account of such Swingline Lender to which such payment is owed, not later than the local time specified by such Swingline Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment on the dates specified by such Swingline Lender. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments (excluding payments of Swingline Loans to Swingline Lenders and reimbursements made by Subsidiary Swingline Lenders under Letters of Credit) due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder (a) in an Alternative Currency or counterclaima Subsidiary Currency (other than Dollars), such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency or Subsidiary Currency payment amount or (b) in Dollars in the case of a Swingline Loan or Subsidiary L/C Obligation denominated in Dollars, such Subsidiary Swingline Borrower shall make such payment in the Alternative Currency Equivalent of a currency acceptable to the Swingline Lender. Any amounts The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by the Administrative Agent by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent or the applicable Swingline Lender (i) after such time on any date may2:00 p.m., in the discretion case of payments in Dollars, (ii) after the AgentApplicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency or (iii) after the applicable local time specified by the applicable Swingline Lender in the case of payments in a Subsidiary Currency, shall in each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereon. All payments or fee shall be made continue to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueaccrue.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder (whether with respect to principal and interest on Loans denominated in Dollars shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein, and all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in Foreign Currencies shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Foreign Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the date specified herein. The Administrative Agent will promptly distribute to each Lender (i) with respect to such payments on the Tranche A1 Term Loan, its Tranche A1 Term Loan Commitment Percentage thereof, (ii) with respect to such payments on the Tranche A2 Term Loan, its Tranche A2 Term Loan Commitment Percentage thereof, (iii) with respect to such payments on the Tranche B1 Term Loan its Tranche B1 Term Loan Commitment Percentage thereof, (iv) with respect to such payments on the Tranche B2 Term Loan, its Tranche B2 Term Loan Commitment Percentage thereof, (v) with respect to the Target Revolving Loans, its Target Revolving Commitment Percentage thereof, (vi) with respect to such payments on the Group Revolving Loans, its Group Revolving Commitment Percentage thereof and (vii) such other applicable share as provided herein, in immediately available fundslike funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (A) with respect to payments in Dollars, after 2:00 p.m. and (B) with respect to payments in U.S. dollarsForeign Currencies, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of Applicable Time specified by the Administrative Agent, shall in each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereon. All payments or fee shall be made continue to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueaccrue.

Payments Generally. The Borrower Except as otherwise provided in this Agreement, including pursuant to Section 2.6(c), or as otherwise directed by Agent, all payments in respect of the Obligations shall be obligated made to make Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of each Credit Facility shall be made to each applicable Lender identified on the applicable Credit Facility Schedule. All Obligations are payable upon demand of Agent in the absence of any other due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable as of the date paid. Any payment required to be made to Agent or a Lender (and any servicer or trustee on behalf of a securitization vehicle designated by either) under this Agreement may be made by debit or automated clearing house payment initiated by Agent or such Lender (or any servicer designated or trustee on behalf of a securitization vehicle on behalf of either) from any of Borrower’s deposit accounts, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender (or any servicer or trustee on behalf of a securitization vehicle designated on behalf of either) to debit any such accounts for any amounts Borrower owes hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due; provided that Agent shall endeavor in good faith to give five (5) days prior written notice to Borrower that such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, in immediately available fundsMARKED BY [***], in U.S. dollarsHAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ​ debit shall be made. Without limiting the foregoing, without Borrower shall tender to Agent and the Lenders any authorization forms as Agent or any Lender may require to implement such debit or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off or counterclaimoff. Any amounts Payments of principal and/or interest received after such 12:00 noon New York time on any date may, in are considered received at the discretion opening of the Agent, be deemed to have been received business on the next succeeding Business Day for purposes of calculating interest thereonDay. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments When a payment is not so made. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended to is due the next succeeding Business Day, and, in the case of any payment accruing Day and additional fees or interest, interest thereon as applicable, shall be payable for the period of such extensioncontinue to accrue until paid. Notwithstanding anything to the contrary set forth herein, all All payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid made by the Borrower hereunder under any Financing Document shall be made through without set-off, recoupment or counterclaim, in lawful money of the automatic withdrawal from United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at any time, shall be conclusive and binding evidence of the amounts due and owing to Agent and the Lenders by each Borrower absent manifest error; provided, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s deposit account duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless Borrower notifies Agent of amounts equal any objection to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment statement (specifically describing the basis for such objection) within ninety (90) days after the date of interestreceipt thereof, fees or other amounts due hereunder, the Borrower’s obligation to make such payment it shall be discharged. The deemed final, binding and conclusive upon Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient all respects as to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueall matters reflected therein.

Payments Generally. The Borrower shall be obligated to make each payment required All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interestat the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts Chicago time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 noon, in immediately available fundsChicago time, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, shall be deemed to have been received on the next succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Subject to the definition of calculating interest thereon. All payments “Interest Period,” if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. If at any time insufficient funds are received by and available to the Administrative Agent at its offices in Bostonto pay fully all amounts of principal, MassachusettsL/C Borrowings, except that payments pursuant to Sections 2.4interest and fees then due hereunder, 2.11, 2.12, 11.3 and subsection 2.3(g) such funds shall be made directly applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties. Unless the Borrower or any Lender has notified the Administrative Agent prior to the Persons date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. The If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: if the Borrower failed to make such payment, each Lender shall distribute forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and if any Lender failed to make such payments received by it payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the account of any other Person period from the date such amount was made available by the Administrative Agent to the appropriate recipient promptly following receipt thereofBorrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have no liability in against any Lender as a result of any default by such Lender hereunder. A notice of the event timely or correct distribution of such payments is not so madeAdministrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended Lender makes available to the next succeeding Business Day, and, Administrative Agent funds for any Loan to be made by such Lender as provided in the case foregoing provisions of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunderthis Article II, and the Borrower hereby irrevocably authorizes conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. The obligations of the Lenders hereunder to make Loans and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding fund participations in Letters of Credit are several and not joint. The failure of any such withdrawal in an amount sufficient Lender to make a payment any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of interest, fees or other amounts due hereunder, the Borrower’s its corresponding obligation to make do so on such payment date, and no Lender shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy responsible for the amount failure of any interest, fees other Lender to so make its Loan or other amounts (including, without limitation, principal payments) due hereunder, purchase its participation. Nothing herein shall be deemed to obligate any Lender to obtain the Borrower shall remain obligated funds for any Loan in any particular place or manner or to pay constitute a representation by any Lender that it has obtained or will obtain the full amount of such interest, fees funds for any Loan in any particular place or other amounts as and when the same shall become duemanner.

Payments Generally. The Borrower All payments under this Agreement or the Notes shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to in United States Dollars in funds which are immediately available not later than 1:00 p.m. Boston, Massachusetts time, New York City time on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to Banking Day) at the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it Chase Office for the account of any other Person each Lender, and all such payments may be made by making a Revolving Credit Loan to the appropriate recipient promptly following receipt thereofBorrowers for the amount thereof (or during the continuance of an Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). The Agent, or any Lender for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender, as the case may be, and any Lender so doing shall promptly notify the Borrower shall have no liability Agent. Subject to ss. 11.16, the Borrowers shall, at the time of making each payment under this Agreement or the Notes, specify to the Agent the principal or other amount payable by the Borrowers under this Agreement or the Notes to which such payment is to be applied and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Agent may, subject to ss. 11.16, apply such payments is not so madepayment as it may elect in its sole discretion. If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth herein, all payments Agent hereunder or under any Note for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Lender shall be paid by promptly to such Lender, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLender's Lending Office.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., shall in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments (b) If any payment to be made by the Borrower shall come due on a day other than a Busi ness Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the Agent at its offices in Bostonnext succeeding calen dar month, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) such payment shall be made directly on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the Persons date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. The If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrower failed to make such payment, each Lender shall distribute forthwith on de mand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to make such payments received by it payment, such Lender shall forthwith on de mand pay to the Administrative Agent the amount thereof in Same Day Funds, together with in terest thereon for the account period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any other Person to interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the appropriate recipient promptly following receipt thereofapplicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall have no liability in the event timely or correct distribution of pay such payments is not so made. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended amount to the next succeeding Business DayAdminis trative Agent, and, in the case of any payment accruing interest, together with interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts Compensation Period at a rate per annum equal to the amounts rate of such interest, fees interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or other amounts due to be paid by prejudice any rights which the Administrative Agent or the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions may have against any Lender as may be necessary to effectuate such automatic withdrawals, and, upon funding a result of any default by such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due Lender hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.-76-

Payments Generally. (a) The Borrower Company shall be obligated to make each payment required hereunder and under any other Loan Document, without regard to the existence of any counterclaim, set-off, defense or other right that the Company may have at any time against the Issuing Bank, the Administrative Agent, the Paying Agent, any Lender or any other Person, whether in connection with the transactions contemplated by this Agreement or any other Loan Document or any unrelated transaction, not later than 1:00 p.m. (New York time) on the day when due in Dollars to the Paying Agent’s Account in the same day funds, and any such payment shall constitute payment by the Company hereunder or under any other Loan Document, as the case may be, for all purposes, and upon such payment by the Company the Lenders shall look solely to the Paying Agent for their respective interests in such payment. The Administrative Agent shall notify the Paying Agent in advance of the amount and date of each such expected payment. The Paying Agent will promptly after receipt of any such payment from the Company cause to be made by distributed like funds relating to the Borrower hereunder (whether payment of principalprincipal or interest or fees to the Administrative Agent at the Administrative Agent’s Account or, interest, fees or reimbursement of LC Disbursements, or otherwise) prior with respect to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Issuing Bank, to the Issuing Bank at the Issuing Bank’s Account, and the Administrative Agent at its offices shall then cause to be distributed in Boston, Massachusetts, except that payments like funds relating to the payment of principal or interest or fees (other than amounts payable pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(gSection 2.12 or 9.04(b)) shall be made directly (according to the Persons entitled thereto. The Agent shall distribute any such payments received by it Lenders’ respective Commitments) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other Person amount payable to any such Lender to the appropriate recipient promptly following receipt thereofAdministrative Agent, and the Borrower Administrative Agent then shall have no liability cause like funds to be distributed to the applicable Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the event timely or correct distribution of Register pursuant to Section 9.05(c), from and after the effective date specified in such payments is not so made. If any payment shall be due on a day that is not a Business DayAssignment and Acceptance, the date for payment Administrative Agent shall be extended make all payments hereunder and under any Note in respect of the interest assigned thereby 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunderLender assignee thereunder, and the Borrower hereby irrevocably authorizes parties to such Assignment and directs the Agent Acceptance shall make all appropriate adjustments in such payments for periods prior to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueeffective date directly between themselves.

Payments Generally. The Each Borrower shall be obligated to make each payment and prepayment required to be made by the Borrower it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15, or 11.04, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 1:00 p.m. Boston2:00 p.m., Massachusetts New York City time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments and prepayments shall be made to the Administrative Agent at its offices in Boston, Massachusettsto the Administrative Agent’s Account, 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 2.42.14, 2.112.15, 2.1211.03 and 11.04, 11.3 and subsection 2.3(g) which shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment or prepayment hereunder shall be due on a day that is not a Business Day, the date for payment or prepayment, as the case may be, shall be extended to the next succeeding Business Day, Day and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything The Administrative Agent shall distribute any payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof, provided that, subject to any contrary set forth hereinprovisions in the Security Documents, all payments any such payment received by it upon the exercise of interest, fees and remedies hereunder or under the other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder Loan Documents shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal applied to the amounts Obligations hereunder in the following order: first, to the payment of the costs and expenses of collecting such interestpayments, fees or other amounts due to be paid by including reasonable out-of-pocket costs and expenses of the Borrower hereunderAdministrative Agent, and the Borrower hereby irrevocably authorizes fees and directs expenses of its agents and counsel, in each case in such order as the Administrative Agent shall in its sole discretion determine; second, to take such actions as may the payment of the Obligations (including cover for Letters of Credit outstanding hereunder), in each case ratably in accordance with the respective amounts thereof (except that the portion, if any, of LC Disbursements made by the respective Issuing Lenders in excess of the amount thereof that the Revolving Credit Lenders are required to pay to the Issuing Lenders under Section 2.05(e) in respect of drawings on Letters of Credit shall be necessary paid in full prior to effectuate such automatic withdrawals, and, upon funding the payment of any such withdrawal other Obligations); and third, after payment in an amount sufficient full of the Obligations, to make a the payment of interest, fees or other amounts due hereunder, to the Borrower’s obligation Obligors as specified by the Company to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueAdministrative Agent.

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at its offices the account designated in Bostonwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Lenders in respect of the Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest Payment Date, Massachusettsthe Maturity Date and any Additional Distribution Date, except that the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral Administrator in respect of the interest due on such date. At least two (2) Business Days prior to each Additional Distribution Date, the Administrative Agent shall provide written notice (including via email) of such Additional Distribution Date to the Portfolio Manager and the Collateral Agent. All payments pursuant not made to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) the Administrative Agent for distribution to the Lenders shall be made directly as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all payments by the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment Company hereunder shall be due on a day that is not a Business Day, the date for payment made without setoff or counterclaim. All payments hereunder shall be extended to made in U.S. dollars. All interest calculated using the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon LIBOTerm SOFR Rate hereunder shall be computed on the basis of a year of 360 days and all interest calculated using the Base Rate hereunder shall be computed on the basis of a year of 365 days in each case, payable for the period actual number of days elapsed (including the first day but excluding the last day). execute and deliver an instrument transferring to such extensionsuccessor agent all the rights, powers and trusts of the retiring or removed Collateral Agent, Collateral Administrator or Securities Intermediary, as applicable, and shall duly assign, transfer and deliver to such successor agent all property and money held by such retiring or removed Collateral Agent, Collateral Administrator or Securities Intermediary hereunder (and under the Account Control Agreement, if applicable). Upon request of any such successor agent, the Company and the Administrative Agent shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor collateral agent, collateral administrator or securities intermediary all such rights, powers and trusts. Notwithstanding anything to the contrary set forth hereincontained herein or in any other Loan Document, all payments of interestany corporation into which the Collateral Agent, fees and other amounts (includingthe Securities Intermediary or the Collateral Administrator may be merged or converted or with which it may be consolidated, without limitationor any corporation resulting from any merger, payments of principal) due conversion or consolidation to be paid by which the Borrower hereunder Collateral Agent, the Securities Intermediary or the Collateral Administrator shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal a party, or any corporation succeeding to the amounts corporate trust business of the Collateral Agent, the Securities Intermediary or the Collateral Administrator shall be the successor of the Collateral Agent, the Securities Intermediary or the Collateral Administrator hereunder (and, if applicable, under the Account Control Agreement) without the execution or filing of any paper with any Person or any further act on the part of any Person. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent, the Collateral Administrator, the Securities Intermediary or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Anything in this Agreement notwithstanding, in no event shall any Agent, the Collateral Administrator or the Securities Intermediary be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator or the Securities Intermediary, as the case may be, has been advised of such interestloss or damage and regardless of the form of action. Each Agent, fees the Securities Intermediary and the Collateral Administrator shall not be liable for any error of judgment made in good faith by an officer or officers of such Agent, the Collateral Administrator or the Securities Intermediary, unless it shall be conclusively determined by a court of competent jurisdiction that such Agent, the Collateral Administrator or the Securities Intermediary was grossly negligent in ascertaining the pertinent facts. Each Agent, the Securities Intermediary and the Collateral Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in connection with this Agreement. Each Agent, the Securities Intermediary and the Collateral Administrator shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion, report, consent, order, approval, bond or other amounts due document or have any responsibility for filing or recording any financing or continuation statement in any public office at any time or to be paid by otherwise perfect or maintain the Borrower perfection of any security interest or lien granted to it hereunder. expenses, including attorney’s fees, in connection with this Agreement and the Borrower hereby irrevocably authorizes and directs transactions contemplated hereby, subject to the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding Priority of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duePayments.

Payments Generally. The All payments of principal of, and interest on, the Obligations under this Credit Agreement by any Borrower Party to or for the account of Lenders, or any of them, shall be obligated made without condition or deduction for any counterclaim, defense, recoupment or setoff by such Borrower Party. Except as otherwise expressly provided herein, all payments by the Borrower Parties hereunder shall be made to make Administrative Agent, for the account of the respective Lenders and Lender Groups to which such payment is owed, at Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. Funds received by Administrative Agent after 1:00 p.m. shall be treated for all purposes as having been received by Administrative Agent on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to accrue. Except as provided in Section 13.11(c) hereof, and except for Swingline Loans repaid to the Swingline Lender before the provisions of Section 2.07(d)(i) become applicable, each Lender shall be entitled to receive its applicable share of each payment required received by Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to the appropriate Funding Agent. If any payment to be made by the any Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments Party shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended to made on the next succeeding following Business Day, andand such extension of time shall be reflected in computing interest or fees, in as the case of any payment accruing interest, interest thereon shall be payable for may be. Each Funding Agent agrees to use reasonable efforts to apply the period amounts received in respect of such extension. Notwithstanding anything repayments to the contrary set forth herein, all outstanding Loans of the Lenders members of its Lender Group so as to minimize broken funding payments of interest, fees and other amounts (including, without limitation, payments of principal) due payable pursuant to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueSection 4.05.

Payments Generally. The Borrower All payments of the principal, Prepayment Price, Redemption Price and Purchase Price of, and interest on, the Series 2020 D Bonds shall be obligated to make each payment required made by the Authority at the times, in the manner and on the terms and conditions set forth in the General Bond Resolution, the Series 2020 Resolution (including the Certificate of Determination) and the Series 2020 D Bonds. All payments to be made by or on behalf of the Borrower hereunder Authority to the Purchaser under the other Related Documents and this Agreement shall be fully earned when due and nonrefundable when paid and made in lawful currency of the United States of America and in immediately available funds. All Required Payments payable to the Purchaser hereunder, unless otherwise directed by the Purchaser in writing, shall be paid by wire transfer to the Purchaser’s account at __________________________________ (whether or to such other account of principalthe Purchaser as the Purchaser may specify by written notice to the Authority or the Trustee) not later than 3:30 p.m. New York, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts New York time, on the date when payment is due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts payment received by the Purchaser after such time on any date may3:30 p.m., in the discretion of the AgentNew York, New York time, shall be deemed to have been received by the Purchaser on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madeDay. If any payment shall be hereunder is due on a day that is not a Business Day, the date for then such payment shall be extended to due on the next succeeding Business Day, and, in the case of the computation of the interest or fees hereunder, such extension of time shall, in such case, be included in the computation of the payment due hereunder. If at any payment accruing interesttime insufficient funds are received by and available to the Purchaser to pay fully all amounts of principal, interest thereon and fees then due under the Series 2020 D Bonds or hereunder, such funds shall be payable for applied first, to payment of that portion of the period of such extension. Notwithstanding anything to the contrary set forth hereinRequired Payments constituting fees, all payments of interestindemnities, fees expenses and other amounts (includingincluding fees, without limitation, payments charges and disbursements of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal counsel to the Purchaser and amounts payable under Section 2.06) payable to the Purchaser, second, to payment of such interest, fees that portion of the Required Payments constituting accrued and unpaid interest on the Series 2020 D Bonds or other amounts amount unpaid hereunder (and, in any such case, first to past due interest and second to be paid by the Borrower hereundercurrent interest), and the Borrower hereby irrevocably authorizes and directs the Agent third, to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, that portion of the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy Required Payments constituting unpaid principal of the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueSeries 2020 D Bonds.

Payments Generally. The Borrower shall be obligated to make each payment required (i) Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Tranche A Commitment Fee, the Letter of Credit Fees and of all other amounts to be made paid by the Borrower hereunder under the Loan Documents (whether the Tranche A Commitment Fee, the Letter of principalCredit Fees, interesttogether with all of such other fees, fees or reimbursement of LC Disbursementsbeing sometimes hereinafter collectively referred to as the "FEES") shall be made to the Administrative Agent, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, in U.S. dollars, without set-off off, offset, recoupment or counterclaim. Any amounts received after The failure of the Borrower to make any such payment by such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date may, in the discretion of the Agent, shall be deemed to have been received made on the next succeeding Business Day for purposes the purpose of calculating interest thereonon amounts outstanding on the Loans. All payments As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be made deemed to be payment by the Agent at its offices in BostonBorrower to such Credit Party. Notwithstanding the foregoing, Massachusetts, except that all payments pursuant to Sections 2.43.4, 2.113.5, 2.12, 11.3 3.6 and subsection 2.3(g) 11.4 shall be made paid directly to the Persons Credit Party entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under the Loan Documents shall be due and payable on a day that which is not a Business Day, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Notwithstanding anything , provided, however, that if such next Business Day would be after the (i) with respect to the contrary set forth herein, all payments Tranche A Loans and Letters of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderCredit, the Borrower’s obligation to make Tranche A Maturity Date and (ii) the Tranche C Loans, the Tranche C Maturity Date, such payment shall instead be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy due on the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately preceding Business Day.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., shall in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, each case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments shall (b) If any payment to be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment shall be come due on a day that is not other than a Business Day, the date for payment shall be extended made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding Business Daycalendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargedmade on the immediately preceding Business Day. The (c) Unless the Borrower expressly acknowledges or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and agrees may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that if any such withdrawal is payment was not in an amount sufficient fact made to satisfy the amount of any interestAdministrative Agent in Same Day Funds, fees or other amounts then: (including, without limitation, principal paymentsi) due hereunder, if the Borrower failed to make such payment, each Lender shall remain obligated forthwith on demand repay to pay the full amount Administrative Agent the portion of such interestassumed payment that was made available to such Lender in Same Day Funds, fees or other amounts as together with interest thereon in respect of each day from and when including the same shall become due.date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and - 90-

Payments Generally. The Borrower (i) Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee and of all other amounts to be paid by the Borrowers under the Loan Documents (the Commitment Fee, together with all such other fees, being sometimes hereinafter collectively referred to as the “Fees”) shall be obligated made to make each payment required to be made by the Borrower hereunder (whether of principalAdministrative Agent, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, Eastern time on the date when such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, in U.S. dollars, without set-off off, offset, recoupment or counterclaim. Any amounts received after The failure of the Borrowers to make any such payment by such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. Eastern time on such due date may, in the discretion of the Agent, shall be deemed to have been received made on the next succeeding Business Day for purposes the purpose of calculating interest thereonon amounts outstanding on the Loans. All payments As between the Borrowers and each Credit Party, any payment by the Borrowers to the Administrative Agent for the account of such Credit Party shall be made deemed to be payment by the Agent at its offices in Boston, Massachusetts, except that payments pursuant Borrowers to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretosuch Credit Party. 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. Notwithstanding the foregoing, all payments pursuant to Sections 3.5, 3.6, 3.7, and 11.4 shall be paid directly to the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madeCredit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on a day that which is not a Business Day, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Notwithstanding anything , provided, however, that if such next Business Day would be after (A) with respect to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderRevolving Loans, the Borrower’s obligation Revolving Maturity Date and (B) with respect to make Term Loans, the Term Loan Maturity Date, such payment shall instead be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy due on the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately preceding Business Day.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Borrower hereunder (whether in respect of principal, interest, fees fees, indemnity, expenses or reimbursement of LC Disbursementsother amounts due from the Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., or otherwise) prior to 1:00 p.m. Boston, Massachusetts Los Angeles time, on the date day when duedue without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and 10.06 hereof, such payments shall be made for the account of Lenders to the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available fundsat such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Borrower from time to time in U.S. dollars, without set-off or counterclaimfunds immediately available at such account. Any amounts payment or prepayment received by the Administrative Agent or such Lender after such time 11:00 a.m., Los Angeles time, on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretoDay. The Administrative Agent shall distribute any to the Lenders all such payments received by it for from the account Borrower as promptly as practicable after receipt by the Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of any other Person such payment on the same Business Day as such payment is received (or deemed received) from the Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of Federal Funds Effective Rate for each day until such payments payment is not so made. If any Upon termination of this Agreement and payment shall be due on a day that is not a Business Dayin full of all principal, 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. Notwithstanding anything to the contrary set forth hereinfees, all payments of interest, fees expenses and other amounts (including, without limitation, payments of principal) due to be paid by from the Borrower hereunder shall be made through or under any other Loan Document, each Lender will promptly xxxx its Notes "cancelled" and forward them to the automatic withdrawal from Administrative Agent for delivery to the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower All payments under this Agreement or the Notes shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to in United States Dollars in funds which are immediately available not later than 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received relevant dates specified herein at the JPMorgan Chase Office for the account of each Lender and any payment made after such time on any such due date may, in the discretion of the Agent, will be deemed to have been received made on the next succeeding Business Day Banking Day. In the event that any payment (other than with respect to the principal of the Loans) under this Agreement becomes due, the Agent, at its discretion without the requirement of obtaining the consent of or giving prior notice to the Borrowers, may make a Revolving Credit Loan to the Borrowers for purposes the amount thereof (or during the continuance of calculating interest thereonan Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). All payments The Agent, or any Lender (subject to SECTION 11.17) for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender, as the case may be, and any Lender so doing shall promptly notify the Agent. Subject to SECTION 11.16, the Borrowers shall, at the time of making each payment under this Agreement or the Notes, specify to the Agent at its offices in Boston, Massachusetts, except that payments pursuant the principal or other amount payable by the Borrowers under this Agreement or the Notes to Sections 2.4, 2.11, 2.12, 11.3 which such payment is to be applied and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Agent may, subject to SECTION 11.16, apply such payments is not so madepayment as it may elect in its sole discretion. If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth herein, all payments Agent hereunder or under any Note for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Lender shall be paid by promptly to such Lender, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLender's Lending Office.

Payments Generally. The Borrower Borrowers shall be obligated to make each payment required to be made by the Borrower Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) to Lender at its offices in Boston, Massachusetts, prior to 1:00 p.m. 3:00 p.m., Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, due (except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If if any payment 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 shall be made in immediately available funds, in U.S. dollars without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. Notwithstanding anything to the contrary set forth herein, subject to the conditions to the funding of Loans set forth herein, all payments of interest, fees and any other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Borrowers hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent funding of Base Rate Loans in amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower Borrowers hereunder, and the Borrower Borrowers hereby irrevocably authorizes authorize and directs direct the Agent Lender to take such actions as may be necessary to effectuate such automatic withdrawalsfunding of Base Rate Loans, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderBase Rate Loan, the Borrower’s Borrowers' obligation to make such payment shall be dischargeddischarged and replaced by the resulting Base Rate Loan. The Borrower Borrowers expressly acknowledges acknowledge and agrees agree that (i) the Lender may, in its sole discretion, effectuate the automatic funding of a Loan pursuant to this subsection 2.6(a) even though at the time of, or after giving effect to, the funding of such Loans the Revolving Credit Exposure exceeds the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base, and (ii) if any such withdrawal is one or more of the conditions to the funding of Loans cannot be satisfied and the Lender, in its sole discretion, refuses to fund a Base Rate Loan in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower Borrowers shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the any Borrower hereunder (whether in respect of principal, interest, fees fees, indemnity, expenses or reimbursement of LC Disbursementsother amounts due from any Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., or otherwise) prior to 1:00 p.m. Boston, Massachusetts Los Angeles time, on the date day when duedue without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and 10.06 hereof, such payments shall be made for the account of Lenders to the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available fundsat such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Company from time to time in U.S. dollars, without set-off or counterclaimfunds immediately available at such account. Any amounts payment or prepayment received by the Administrative Agent or such Lender after such time 11:00 a.m., Los Angeles time, on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretoDay. The Administrative Agent shall distribute any to the Lenders all such payments received by it for from any Borrower as promptly as practicable after receipt by the account Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of any other Person such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of Federal Funds Effective Rate for each day until such payments payment is not so made. If any Upon termination of this Agreement and payment shall be due on a day that is not a Business Dayin full of all principal, 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. Notwithstanding anything to the contrary set forth hereinfees, all payments of interest, fees expenses and other amounts (including, without limitation, payments of principal) due to be paid by the from any Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal or under any other Loan Document, each Lender will promptly xxxx its Notes "cancelled" and forward them to the amounts of such interest, fees or other amounts due Administrative Agent for delivery to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueCompany.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Parent or any Other Borrower hereunder (whether in respect of principal, interest, fees or fees, reimbursement of LC Disbursements, indemnity, expenses or otherwise) prior to 1:00 p.m. Bostonother amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, Massachusetts New York time, on the date day when duedue without presentment, in immediately available fundsdemand, in U.S. dollarsprotest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer or a Swingline Lender as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any amounts payment or prepayment received by the Administrative Agent after such 12:00 Noon, New York time on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonDay. 63 All payments to be made by a Lender under Section 4.05(c)(i) shall be made to the Administrative Agent at its offices Office without set-off, withholding, counterclaim or other deduction of any nature. All payments hereunder of (i) principal or interest in Bostonrespect of any Loan shall be made in the currency in which such Loan is denominated, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 (ii) reimbursement obligations (and subsection 2.3(ginterest in respect of reimbursement obligations) shall be made directly to in the Persons entitled theretocurrency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute any such to the Lenders all payments received by it for the account of the Lenders from any other Person to Borrower as promptly as practicable after receipt by the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madeAdministrative Agent. If any payment 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. Notwithstanding anything to the contrary set forth hereinExcept as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and the expiration or cancellation of all Letters of Credit and payment in full in cash of all principal, interest, fees reimbursement amounts, fees, expenses and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal Borrowers hereunder or under any other Loan Document, each Lender will promptly xxxx any Notes “cancelled” and forward them to the amounts of such interest, fees or other amounts due Administrative Agent for delivery to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueParent.

Payments Generally. The Borrower shall be obligated to make each payment required All payments to be made by the Borrower hereunder (whether shall be made free and clear of principalany Liens and without restriction, interestcondition or deduction for any counterclaim, fees defense, recoupment or reimbursement setoff. Except as otherwise provided below, all payments made with respect to the Loans on each Payment Date shall be made to the Administrative Agent, for the account of LC Disbursementsthe respective Lenders to which such payment is owed, or otherwise) prior to 1:00 at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share of the principal amount paid according to the outstanding principal amounts of the Revolving Loans held by the Lenders (or other applicable share of such payment as expressly provided herein) in like funds as received by wire transfer to such Lender’s Lending Office. Upon any Assuming Lender becoming a Lender hereunder as a result of a Revolving Loan Commitment Increase pursuant to Section 2.06, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after and upon the Administrative Agent’s receipt of such time on any date may, Lender’s Assumption Agreement and recording of the information contained therein in the discretion of Register, from and after the Agentapplicable Revolving Loan Commitment Increase Date, the Administrative Agent shall make all payments hereunder in connection therewith to the Assuming Lender. All payments received by the Administrative Agent after 12:00 p.m. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereon. All payments or fee shall be made continue to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madeaccrue. If any payment to be made by the Borrower shall be come due on a day that is not other than a Business Day, the date for payment shall be extended to made on the next succeeding following Business Day, andand such extension of time shall be reflected in computing interest or fees, in as the case of any payment accruing interest, interest thereon shall be payable may be. [***] Confidential treatment has been requested for the period of such extensionbracketed portions. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees The confidential redacted portion has been omitted and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account filed separately with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, Securities and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueExchange Commission.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. (whether or, in the case of principalSection 2.06(a)(iii), interest, fees or reimbursement of LC Disbursements, or otherwise3:00 p.m.) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in immediately available funds, in U.S. dollars, without set-off or counterclaimlike funds as received by wire transfer to such Lender’s Lending Office. Any amounts All payments received by the Administrative Agent after such time on any date may2:00 p.m. (or, in the discretion case of the AgentSection 2.06(a)(iii), 3:00 p.m.) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest or fee shall continue to accrue. (b)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has 47 timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. All payments shall be If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i)if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at its offices the Overnight Rate; and (ii)if any Lender failed to make such payment with respect to any Borrowing, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in BostonSame Day Funds together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Overnight Rate. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 then such payment amount (excluding the amount of any interest which may have accrued and subsection 2.3(gbeen paid in respect of such late payment) shall be made directly to constitute such Lender’s Loan included in the Persons entitled theretoapplicable Borrowing. The If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall distribute any such payments received by it for may make a demand therefor upon the account of any other Person to the appropriate recipient promptly following receipt thereofBorrower, and the Borrower shall have no liability in the event timely or correct distribution of pay such payments is not so made. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended amount to the next succeeding Business DayAdministrative Agent, and, in the case of any payment accruing interest, together with interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts Compensation Period at a rate per annum equal to the amounts rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.13(b) shall be conclusive, absent manifest error. (c)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (d)The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, fees and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (e)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (f)Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to be paid by the Borrower hereunder, Administrative Agent and the Borrower hereby irrevocably authorizes Lenders under or in respect of this Agreement and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsother Loan Documents on any date, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargeddistributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. The Borrower expressly acknowledges If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and agrees that if any (ii) the Outstanding Amount of all L/C Obligations outstanding at such withdrawal is not time, in an amount sufficient to satisfy repayment or prepayment of such of the amount of any interest, fees outstanding Loans or other amounts Obligations then owing to such Lender. (includingg)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), without limitation2.04(d), principal payments2.05(c) due hereunder, or 9.07 (or if the Borrower shall remain obligated to pay the full have paid any amount or posted any cash collateral in respect of such interestLender’s Pro Rata Share of Swing Line Obligations or L/C Obligations pursuant to Section 2.17(b)(ii)), fees then notwithstanding any contrary provision hereof, with respect to any amounts thereafter received by the Administrative Agent for the account of such Lender, the Administrative Agent (i) shall apply such amounts (A) first, for the benefit of the Administrative Agent, the Swing Line Lender or other the L/C Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrower for any cash collateral posted by the Borrower until the Borrower is fully reimbursed, and (ii) thereafter, may, in its sole discretion, hold any such remaining amounts in a segregated account as 48 cash collateral for, and when application to, any future funding obligations of such Lender under any such Section; provided any amounts held pursuant to clause (ii) hereof shall be released to such Lender upon the same earlier of (x) the date on which any of the actions described in Section 8.02(a), 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall become duehave been taken or occurred and (y) the Revolver Maturity Date. Section 2.14.

Payments Generally. The Borrower All payments under this Agreement or the Notes shall be obligated to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to in United States Dollars in funds which are immediately available not later than 1:00 p.m. Boston, Massachusetts time, New York City time on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to Banking Day) at the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it JPMorgan Chase Office for the account of each Lender. In the event that any other Person payment under this Agreement becomes due at a time when no Revolving Credit Loans are then outstanding, the Borrowers shall deliver such payment to the appropriate recipient promptly following receipt thereofAgent prior to the specified date of payment. If, at the time any such payment becomes due there are Revolving Credit Loans outstanding, or, if the Borrowers fail to make any such payment as and when due, the Agent, at its discretion without the requirement of obtaining the consent of or giving prior notice to the Borrowers, may make a Revolving Credit Loan to the Borrowers for the amount thereof (or during the continuance of an Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). The Agent, or any Lender for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender, as the case may be, and any Lender so doing shall promptly notify the Borrower shall have no liability Agent. Subject to Section 12.16, the Borrowers shall, at the time of making each payment under this Agreement or the Notes, specify to the Agent the principal or other amount payable by the Borrowers under this Agreement or the Notes to which such payment is to be applied and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Agent may, subject to Section 12.16, apply such payments is not so madepayment as it may elect in its sole discretion. If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth herein, all payments Agent hereunder or under any Note for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Lender shall be paid by promptly to such Lender, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLender's Lending Office.

Payments Generally. The Borrower shall be obligated to make in each payment required to be made by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, case be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments If any payment to be made by the Borrower shall come due on a day other than a(b) Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency RateSOFR Loans to be made in the Agent at its offices in Bostonnext succeeding calendar month, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) such payment shall be made directly on the immediately preceding Business Day. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the(c) date any payment is required to be made by it to the Persons Administrative Agent hereunder, that the Borrower or such Xxxxxx, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. The If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: if the Borrower failed to make such payment, each Lender shall distribute forthwith on(i) demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and if any Lender failed to make such payments received by it payment, such Lender shall forthwith on(ii) demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the account period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any other Person to interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the appropriate recipient promptly following receipt thereofapplicable Borrowing. If such Xxxxxx does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have no liability in against any Lender as a result of any default by such Lender hereunder. A notice of the event timely Administrative Agent to any Lender or correct distribution of such payments is not so madethe Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. If any payment shall be due on a day that is Lender makes available to the Administrative Agent funds for any Loan to be(d) made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not a Business Daymade available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the date for payment Administrative Agent shall be extended return such funds (in like funds as received from such Lender) 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (includingLender, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.- 95-

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Parent or any Other Borrower hereunder (whether in respect of principal, interest, fees or fees, reimbursement of LC Disbursements, indemnity, expenses or otherwise) prior to 1:00 p.m. Bostonother amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 o’clock Noon, Massachusetts New York time, on the date day when duedue without presentment, in immediately available fundsdemand, in U.S. dollarsprotest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any amounts payment or prepayment received by the Administrative Agent after such 12:00 o’clock Noon, New York time on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonDay. All payments hereunder of (i) principal or interest in respect of any Loan shall be made to in the Agent at its offices currency in Bostonwhich such Loan is denominated, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 (ii) reimbursement obligations (and subsection 2.3(ginterest in respect of reimbursement obligations) shall be made directly to in the Persons entitled theretocurrency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute any such to the Lenders all payments received by it for the account of the Lenders from any other Person to Borrower as promptly as practicable after receipt by the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madeAdministrative Agent. If any payment 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. Notwithstanding anything to the contrary set forth hereinExcept as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and the expiration or cancellation of all Letters of Credit and payment in full of all principal, interest, fees reimbursement amounts, fees, expenses and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal Borrowers hereunder or under any other Loan Document, each Lender will promptly xxxx any Notes “cancelled” and forward them to the amounts of such interest, fees or other amounts due Administrative Agent for delivery to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueParent.

Payments Generally. The Borrower shall be obligated to make each payment required Except for payments and prepayments of Swing Line Advances, all payments and prepayments to be made by the Borrower hereunder (whether in respect of principal, interest, fees fees, indemnity, expenses or reimbursement of LC Disbursements, other amounts due from the Borrower hereunder or otherwise) under any Loan Document shall be payable in Dollars at or prior to 1:00 p.m. Boston12:00 o'clock noon, Massachusetts New York time, on the date day when duedue without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived (except as provided herein), and a cause of action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature. Except for payments under SECTIONS 2.16 and 8.07 hereof, such payments shall be made to the Agent at its Office in Dollars in funds immediately available fundsat such Office, and payments under SECTIONS 2.16 and 8.07 hereof shall be made to the Agent at such domestic account as it shall specify to the Borrower from time to time in U.S. dollars, without set-off or counterclaimfunds immediately available at such account. Any amounts payment or prepayment received by the Agent after such time 12:00 o'clock noon, New York time, on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled theretoDay. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent Agent, without further action or authorization by or notice to take such actions as may be necessary the Borrower, to effectuate such automatic withdrawals, and, upon funding make payments to the Lenders of any such withdrawal in an amount sufficient to make a payment amounts owing under this Section by debiting and automatically transferring any amounts from any account of interest, fees Borrower now or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargedhereafter established with Agent. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient hereby irrevocably authorizes the Agent, without further action or authorization by or notice to satisfy the amount Borrower, to make payments of any interest, fees amounts owing under this Section by debiting and automatically transferring any amounts from any account of Borrower now or other amounts (including, without limitation, principal payments) due hereunderhereafter established with Agent and for such purpose, the Borrower hereby appoints the Agent as its agent and attorney-in-fact. Nothing contained herein shall remain obligated be deemed to pay obligate the full amount of Agent at any time to make any such interestdebit, fees transfer and/or payment nor shall the Agent be liable to the Borrower or any other amounts as and when the same shall become duePerson for any such debit, transfer or payment or its failure or refusal at any time to do so.

Payments Generally. The Borrower Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall be obligated to make (i) each payment required to be made by the Borrower constitute rent payable hereunder (whether and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor (except as provided herein) in lawful money of principalthe United States without any abatement, interestoffset or deduction whatsoever (except as specifically provided otherwise herein), fees and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or reimbursement to such other person or to such other place as Landlord may from time to time designate in writing to Tenant. No receipt of LC Disbursementsmoney by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or otherwise) prior to 1:00 p.m. Bostona final judgment for possession shall reinstate, Massachusetts timecontinue or extend the Term of this Lease or affect any such notice, on the date when duedemand, in immediately available funds, in U.S. dollars, without set-off suit or counterclaimjudgment. Any amounts received after such time on any date may, in the discretion of the Agent, No partial payment by Tenant shall be deemed to have been received be other than on account of the next succeeding Business Day full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the Expiration Date (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of calculating interest thereon. this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.” All payments shall be made to the Agent at its offices in Boston, MassachusettsRent payable hereunder, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 for Base Rent and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary except as otherwise specifically set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent payable in arrears within thirty (30) day of amounts equal to the amounts of such interest, fees or other amounts due to be paid invoice by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueLandlord.

Payments Generally. The Borrower Borrowers shall be obligated to make each payment required to be made by the Borrower Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC LC/Acceptance Disbursements, or otherwise) to Lender at its offices in Boston, Massachusetts, prior to 1:00 p.m. 3:00 p.m., Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments shall be made to the Agent at its offices in Boston, Massachusetts, due (except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If if any payment 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 shall be made in immediately available funds, in U.S. dollars without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. Notwithstanding anything to the contrary set forth herein, subject to the conditions to the funding of Revolving Loans set forth herein, all payments of interest, fees and any other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Borrowers hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent funding of Base Rate Revolving Loans in amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower Borrowers hereunder, and the Borrower Borrowers hereby irrevocably authorizes authorize and directs direct the Agent Lender to take such actions as may be necessary to effectuate such automatic withdrawalsfunding of Base Rate Revolving Loans, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunderBase Rate Revolving Loan, the Borrower’s Borrowers’ obligation to make such payment shall be dischargeddischarged and replaced by the resulting Base Rate Revolving Loan. The Borrower Borrowers expressly acknowledges acknowledge and agrees agree that (i) the Lender may, in its sole discretion, effectuate the automatic funding of a Revolving Loan pursuant to this subsection 2.6(a) even though at the time of, or after giving effect to, the funding of such Revolving Loans the Revolving Credit Exposure exceeds the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base, and (ii) if any such withdrawal is one or more of the conditions to the funding of Revolving Loans cannot be satisfied and the Lender, in its sole discretion, refuses to fund a Base Rate Revolving Loan in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower Borrowers shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.

Payments Generally. The Borrower All payments under this Agreement or the Note shall be obligated made in Dollars in immediately available funds not later than 1:00 p.m. New York City time on the relevant dates specified above (each such payment made after such time on such due date to make each payment required be deemed to have been made on the next succeeding Banking Day) at the Lending Office of the Bank, provided that, when a new Revolving Credit Loan is to be made by the Bank on a date the Borrower hereunder (whether is to repay any principal of principalany outstanding Revolving Credit Loans, interest, fees or reimbursement the Bank shall apply the proceeds thereof to the payment of LC Disbursements, or otherwise) prior principal to 1:00 p.m. Boston, Massachusetts time, on be repaid and only an amount equal to the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in difference between the discretion of principal to be borrowed and the Agent, principal to be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments repaid shall be made available by the Bank to the Agent at its offices Borrower as provided in Boston, Massachusetts, except that payments Section 2.05 or paid by the Borrower to the Bank pursuant to Sections 2.4, 2.11, this Section 2.12, 11.3 as the case may be. The Bank shall debit the Borrower's demand deposit account maintained with the Bank for all principal payments, interest payments and subsection 2.3(g) shall be made directly payments of any and all fees due the Bank on said due dates. The Borrower shall, at the time of making each payment under this Agreement or the Note, specify to the Persons entitled thereto. The Agent shall distribute any such payments received Bank the principal or other amount payable by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability under this Agreement or the Note to which such payment is to be applied (and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Bank may apply such payments is not so madepayment as it may elect in its sole discretion). If the due date of any payment shall be due under this Agreement or the Note would otherwise fall on a day that which is not a Business Banking Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Banking Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything If the due date of any payment under this Agreement or the Note would otherwise fall on a day which is not a Banking Day, such date shall be, in the case of LIBOR Option Loans, extended to the contrary set forth hereinnext succeeding Banking Day unless the next succeeding Banking Day would fall in the next calendar month, all in which case such date shall be on the next preceding Banking Day. All payments of interest, fees and other amounts (including, without limitation, payments of principal) due to under this Agreement shall be paid made by the Borrower hereunder without defense, setoff or counterclaim to the Bank on the date when due and shall be made through in lawful money of the automatic withdrawal from the Borrower’s deposit account with the Agent United States of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal America in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately available funds.

Payments Generally. The Borrower shall be obligated (a) All payments to make each payment required to be made by the Borrower hereunder (whether of principal, interest, fees Administrative Agent or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion Lender that is an Affiliate of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments Administrative Agent shall be made to the Administrative Agent at its offices the account designated in Bostonwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). All payments made to any other Lender, Massachusettsthe Portfolio Manager, except that payments pursuant the Company, the Securities Intermediary or the Collateral Administrator (in the case of the Securities Intermediary and the Collateral Agent, to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(gthe extent such Person is not the Collateral Agent) shall be made to such Person at the account designated by such person in writing to the Collateral Agent. The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Lenders in respect of the Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest Payment Date, the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral Administrator in respect of the interest due on such Interest Payment Date; provided, that to the extent any currency exchange is required to make payments, such notice shall be delivered at least three (3) Business Days before such Interest Payment Date, Maturity Date or Additionally Distribution Date, as applicable. All payments not made directly to a Person specified above shall be made as directed in writing by the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for to the account of any other Person designated by the Administrative Agent, the Company or the applicable recipient to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability Collateral Agent in the event timely or correct distribution of such payments is not so madewriting. If any payment shall be due on a day that is not a Business Day, the date for payment shall be extended Subject 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. Notwithstanding anything to the contrary set forth hereinSection 3.03 hereof, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower Company hereunder shall be made through without setoff or counterclaim. All payments hereunder shall be made in USD, other than payments of interest and principal made in respect of Tranche A Advances denominated in a Permitted Non-USD Currency, which shall be made in the automatic withdrawal from applicable Permitted Non-USD Currency of such Advance. All interest calculated using a Reference Rate hereunder shall be computed on the Borrower’s deposit account basis of a year of 360 days and all interest calculated using the Base Rate hereunder shall be computed on the basis of a year of 365 days in each case, payable for the actual number of days elapsed (including the first day but excluding the last day). In connection with the confirmation of matters set forth in the definitions of the terms “Permitted Distribution,” “Permitted Principal Distribution” and “Permitted Tax Distribution” for which its confirmation is required, the Administrative Agent of amounts equal shall use commercially reasonable efforts to provide such confirmation (or the lack thereof) to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, Collateral Agent and the Borrower hereby irrevocably authorizes and directs Collateral Administrator within the Agent to take notice period for such actions as may be necessary to effectuate such automatic withdrawalsPermitted Distribution, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees Permitted Principal Distribution or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duePermitted Tax Distribution.

Payments Generally. The Borrower shall be obligated to make each payment required to be made by the Borrower it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.14, 2.15 or 2.16, or otherwise) prior to (i) in the case of payments denominated in Dollars, 1:00 p.m. Bostonp.m., Massachusetts timeNew York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices in BostonNew York, MassachusettsNew York or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.42.14, 2.11, 2.12, 11.3 2.15 or 2.16 and subsection 2.3(g) 10.03 and the other paragraphs of this Section 2.17 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. 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. Notwithstanding anything the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the contrary set forth hereinAdministrative Agent for the account of the Lenders in such Original Currency, then all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid made by the Borrower hereunder in such currency shall instead be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts when due in Dollars in an amount equal to the amounts Dollar Amount (as of the date of repayment) of such interestpayment due, fees or other amounts due to be paid by it being the intention of the parties hereto that the Borrower hereunder, and takes all risks of the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding imposition of any such withdrawal in an amount sufficient to make a payment of interest, fees currency control or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueexchange regulations.

Payments Generally. The Borrower shall be obligated to make each payment required All payments to be made by the Borrower hereunder (whether shall be made free and clear of principalany Liens and without restriction, interestcondition or deduction for any counterclaim, fees defense, recoupment or reimbursement setoff. Except as otherwise provided below, all payments made with respect to the Loans on each Payment Date shall be made to the Administrative Agent, for the account of LC Disbursementsthe respective Lenders to which such payment is owed, or otherwise) prior to 1:00 at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. Boston, Massachusetts time, on the date when duespecified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share of the principal amount paid according to the outstanding principal amounts of the Revolving Loans held by the Lenders (or other applicable share of such payment as expressly provided herein) in like funds as received by wire transfer to such Lender’s Lending Office. Upon any Assuming Lender becoming a Lender hereunder as a result of a Revolving Loan Commitment Increase pursuant to Section 2.06, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received after and upon the Administrative Agent’s receipt of such time on any date may, Lender’s Assumption Agreement and recording of the information contained therein in the discretion of Register, from and after the Agentapplicable Revolving Loan Commitment Increase Date, the Administrative Agent shall make all payments hereunder in connection therewith to the Assuming Lender. All payments received by the Administrative Agent after 12:00 p.m. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Unless and until each of the Administrative Agent and the Borrower receives written notice to the contrary from NY Green Bank, each of the Administrative Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in pay all amounts that are due and payable by it to Gaia Portfolio 2016-A as a Lender under this Agreement directly to [***] or to such other account or Person designated by NY Green Bank, as may be notified to each of the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Administrative Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs in writing from time to time by NY Green Bank until the date of receipt by the Administrative Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other the NY Green Bank Termination Notice. All amounts due hereunder, the Borrower’s obligation to make such payment so paid shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient deemed paid to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts Gaia Portfolio 2016-A as and when the same shall become duea Lender under this Agreement.

Payments Generally. The Borrower shall be obligated to make each payment required All payments and prepayments to be made by the Parent or any Other Borrower hereunder (whether in respect of principal, interest, fees or fees, reimbursement of LC Disbursements, indemnity, expenses or otherwise) prior to 1:00 p.m. Bostonother amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 o’clock Noon, Massachusetts New York time, on the date day when duedue without presentment, in immediately available fundsdemand, in U.S. dollarsprotest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any amounts payment or prepayment received by the Administrative Agent after such 12:00 o’clock Noon, New York time on any date may, in the discretion of the Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonDay. All payments to be made by a Lender under Section 4.05(c)(i) shall be made to the Administrative Agent at its offices Office without set-off, withholding, counterclaim or other deduction of any nature. All payments hereunder of (i) principal or interest in Bostonrespect of any Loan shall be made in the currency in which such Loan is denominated, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 (ii) reimbursement obligations (and subsection 2.3(ginterest in respect of reimbursement obligations) shall be made directly to in the Persons entitled theretocurrency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute any such to the Lenders all payments received by it for the account of the Lenders from any other Person to Borrower as promptly as practicable after receipt by the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so madeAdministrative Agent. If any payment 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. Notwithstanding anything to the contrary set forth hereinExcept as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and the expiration or cancellation of all Letters of Credit and payment in full of all principal, interest, fees reimbursement amounts, fees, expenses and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal Borrowers hereunder or under any other Loan Document, each Lender will promptly xxxx any Notes “cancelled” and forward them to the amounts of such interest, fees or other amounts due Administrative Agent for delivery to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueParent.

Payments Generally. The Borrower shall be obligated Except to make each payment required to be the extent otherwise provided herein, all payments of principal of and interest on Loans made in Dollars, and other amounts (other than the principal of and interest on Loans made in an Alternative Currency) payable by the Borrower hereunder (whether under this Agreement and the Note shall be made in Dollars, and all payments of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to principal and interest on Loans made in an Alternative Currency shall be made in such Alternative Currency in immediately available funds not later than 1:00 p.m. Boston, Massachusetts time, New York time (in the case of Loans denominated in Dollars) or 11:00 a.m. local time in the location of the Agent's Account (in the case of Loans denominated in an Alternative Currency) on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaim. Any amounts received on which such payments shall become due (each such payment made after such time on any such date may, in the discretion of the Agent, to be deemed to have been received made on the next succeeding Business Day for purposes Day); provided that, when a new Loan is to be made by each Bank on the date the Borrower is to repay any principal of calculating interest thereon. All payments an outstanding Loan in the same Currency, such Bank shall apply the proceeds thereof 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 the Bank to the Borrower as provided in Section 2.04 or paid by the Borrower to such Bank pursuant to this Section 2.12, as the case may be. The Agent, or any Bank for whose account such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Bank, as the case may be, and any Bank so doing shall promptly notify the Agent. The Borrower shall, at the time of making each payment under this Agreement or the Note, specify to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received principal or other amount payable by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability under this Agreement or the Notes to which such payment is to be applied and in the event timely that it fails to so specify, or correct distribution if a Default or Event of Default has occurred and is continuing, the Agent may apply such payments is not so madepayment as it may elect in its sole and absolute discretion (subject to Section 10.16). If the due date of any payment shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Business Day, the such date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, Day and interest thereon shall be payable for any principal so extended for the period of such extension. Notwithstanding anything to Each payment received by the contrary set forth herein, all payments Agent hereunder or under the Notes for the account of interest, fees and other amounts (including, without limitation, payments of principal) due to a Bank shall be paid by promptly to such Bank, in immediately available funds, for the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueBank's Lending Office.

Payments Generally. The Borrower shall be obligated to make each payment required All payments to be made by the Borrower hereunder (whether shall be made free and clear of principalany Liens and without restriction, interestcondition or deduction for any counterclaim, fees defense, recoupment or reimbursement setoff. Except as otherwise provided below, all payments made with respect to the Loans on each Payment Date shall be made to the Administrative Agent, for the account of LC Disbursementsthe respective Lenders to which such payment is owed, or otherwise) prior to 1:00 at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. Boston, Massachusetts time, on the date when due, in immediately available funds, in U.S. dollars, without set-off or counterclaimspecified herein. Any amounts received after such time on any date may, in the discretion The Administrative Agent will promptly distribute to each Lender its pro rata share of the Agent, principal amount paid according to the outstanding principal amounts of the Delayed Draw Loans held by the Lenders (or other applicable share of such payment as expressly provided herein) in like funds [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 p.m. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Unless and until each of the Administrative Agent and the Borrower receives written notice to the contrary from NY Green Bank, each of the Administrative Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in pay all amounts that are due and payable by it to Gaia Portfolio 2016 as a Lender under this Agreement directly to [***] or to such other account or Person designated by NY Green Bank, as may be notified to each of the event timely or correct distribution of such payments is not so made. If any payment 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. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Administrative Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs in writing from time to time by NY Green Bank until the date of receipt by the Administrative Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other the NY Green Bank Termination Notice. All amounts due hereunder, the Borrower’s obligation to make such payment so paid shall be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient deemed paid to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts Gaia Portfolio 2016 as and when the same shall become duea Lender under this Agreement.

Payments Generally. The Borrower shall be obligated to make each payment required All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 12:00 noon on the date when due, specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in immediately available funds, in U.S. dollars, without set-off or counterclaimlike funds as received by wire transfer to such Lender's Lending Office. Any amounts All payments received by the Administrative Agent after such time on any date may, in the discretion of the Agent, 12:00 noon shall be deemed to have been received on the next succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Without limiting the generality of calculating this Section 2.12, on each date when the payment of any principal, interest thereonor fees are due hereunder or under any Note, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with the Administrative Agent (as such account shall be designated by the Borrower in a written notice to the Administrative Agent from time to time, the "Borrower Account") an amount sufficient to pay such principal, interest or fees in full. All payments The Borrower hereby authorizes the Administrative Agent (i) to deduct automatically all principal, interest or fees when due hereunder, or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with the Administrative Agent. The Administrative Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this Section 2.12. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the Agent at its offices in Boston, Massachusetts, except that payments pursuant date any payment is required to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g) shall be made directly by it to the Persons Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. The If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: if the Borrower failed to make such payment, each Lender shall distribute forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and if any Lender failed to make such payments received by it payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the account of any other Person period from the date such amount was made available by the Administrative Agent to the appropriate recipient promptly following receipt thereofBorrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Committed Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have no liability in against any Lender as a result of any default by such Lender hereunder. A notice of the event timely Administrative Agent to any Lender or correct distribution of such payments is not so madethe Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. If any payment Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest if such funds shall be due on a day that is returned not a Business Day, the date for payment shall be extended to later than the next succeeding following Business Day, and, in the case of any payment accruing interest, Day and with interest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts at a rate per annum equal to the amounts Federal Funds Rate for each subsequent day until so returned. The obligations of the Lenders hereunder to make Committed Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Committed Loan or to fund any such interest, fees or participation on any date required hereunder shall not relieve any other amounts due Lender of its corresponding obligation to be paid by the Borrower hereunderdo so on such date, and no Lender shall be responsible for the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding failure of any such withdrawal in an amount sufficient other Lender to so make a payment of interest, fees its Committed Loan or other amounts due hereunder, the Borrower’s obligation to make such payment purchase its participation. Nothing herein shall be discharged. The Borrower expressly acknowledges and agrees deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that if it has obtained or will obtain the funds for any such withdrawal is not Loan in an amount sufficient to satisfy the amount of any interest, fees particular place or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become duemanner.

Payments Generally. The Borrower shall be obligated to make each payment required (a) All payments to be made by the Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder (whether shall be made to the Administrative Agent, for the account of principalthe respective Lenders to which such payment is owed, interest, fees at the Administrative Agent's Office in Dollars or reimbursement of LC Disbursements, or otherwise) prior to 1:00 the applicable Committed Currency and in immediately available funds not later than 2:00 p.m. Boston, Massachusetts time, on the date when due, specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in immediately available funds, in U.S. dollars, without set-off or counterclaimlike funds as received by wire transfer to such Lender's Lending Office. Any amounts All payments received by the Administrative Agent after such time on any date may, in the discretion of the Agent, 2:00 p.m. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All payments shall be made to the Agent at its offices in Boston, Massachusetts, except that payments pursuant to Sections 2.4, 2.11, 2.12, 11.3 and subsection 2.3(g(b) shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment to be made by a Borrower shall be come due on a day that is not other than a Business Day, the date for payment shall be extended made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless a Borrower or any Lender has notified the Administrative Agent, andprior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Company or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the applicable Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the higher of the Federal Funds Rate from time to time in effect and the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in Committed Currencies; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the applicable Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the higher of the Federal Funds Rate from time to time in effect and the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in Committed Currencies. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to any Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (g) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of such Borrower's accounts with such Lender any amount so due. (h) Whenever any payment accruing interest, interest thereon shall be received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, Agents and the Borrower hereby irrevocably authorizes Lenders under or in respect of this Agreement and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawalsother Loan Documents on any date, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall be dischargeddistributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. The (i) To the extent that the Administrative Agent receives funds for application to the amounts owing by a Borrower expressly acknowledges under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.12, the Administrative Agent shall be entitled to convert or exchange such funds into Dollars or into a Committed Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.12; provided that each Borrower and agrees each of the Lenders hereby agree that if the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.12(i) or as a result of the failure of the Administrative Agent to effect any such withdrawal is not conversion or exchange; and provided further that each Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in an amount sufficient to satisfy the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become due.accordance with this Section 2.12(i). 2.13

Payments Generally. The Borrower shall be obligated to make each payment required (I) Except as provided below, all payments, including prepayments, of principal and interest on the Revolving Loans, of the Commitment Fee, the Letter of Credit Fees and of all other amounts to be made paid by the Borrower hereunder under the Loan Documents (whether the Commitment Fee, the Letter of principalCredit Fees together with all of such other fees, interestbeing sometimes hereinafter collectively referred to as the "FEES") shall be made to the Administrative Agent, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the date when such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, in U.S. dollars, without set-off off, offset, recoupment or counterclaim. Any amounts received after The failure of the Borrower to make any such payment by such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date may, in the discretion of the Agent, shall be deemed to have been received made on the next succeeding Business Day for purposes the purpose of calculating interest thereonon amounts outstanding on the Revolving Loans. All payments As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be made deemed to be payment by the Agent at its offices in BostonBorrower to such Credit Party. Notwithstanding the foregoing, Massachusetts, except that all payments pursuant to Sections 2.43.5, 2.113.6, 2.123.7, 11.3 and subsection 2.3(g) 11.4 shall be made paid directly to the Persons Credit Party entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment under the Loan Documents shall be due and payable on a day that which is not a Business Day, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Notwithstanding anything to , provided, however, that if such next Business Day would be after the contrary set forth hereinMaturity Date, all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be paid by the Borrower hereunder shall be made through the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrower hereunder, and the Borrower hereby irrevocably authorizes and directs the Agent to take such actions as may be necessary to effectuate such automatic withdrawals, and, upon funding of any such withdrawal in an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the Borrower’s obligation to make such payment shall instead be discharged. The Borrower expressly acknowledges and agrees that if any such withdrawal is not in an amount sufficient to satisfy due on the amount of any interest, fees or other amounts (including, without limitation, principal payments) due hereunder, the Borrower shall remain obligated to pay the full amount of such interest, fees or other amounts as and when the same shall become dueimmediately preceding Business Day.