Common use of Payments Generally Clause in Contracts

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrower shall be made obligated to 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 make 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 by the Borrower hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) prior 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 accounts1:00 p.m. Boston, including Massachusetts time, on the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder date when due. Without limiting the foregoing, 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 in immediately available funds, in U.S. dollars, without set-offoff or counterclaim. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date may, in the discretion of the Agent, be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When a 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 is shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicableinterest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, shall continue to accrue until paid. All all payments of interest, fees and other amounts (including, without limitation, payments of principal) due to be made paid by the Borrower under any Financing Document hereunder shall be made without set-offthrough the automatic withdrawal from the Borrower’s deposit account with the Agent of amounts equal to the amounts of such interest, recoupment fees or counterclaimother 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 lawful money an amount sufficient to make a payment of interest, fees or other amounts due hereunder, the United States and in immediately available fundsBorrower’s obligation to make such payment shall be discharged. The balance 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 Obligations, as recorded in Agent’s books and records at any time, Borrower 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 duty remain obligated to pay all the full amount of such interest, fees or other amounts owing hereunder or under any Financing Document. Agent as and when the same 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinbecome due.

Payments Generally. (i) Except as otherwise provided in this Section 2.6(c)below, all payments in respect payments, including prepayments, of principal and interest on the Loans, of the Obligations Commitment Fee, the Letter of Credit Fees and of all other amounts to be paid by the Borrower under the Loan Documents (the Commitment Fee, the Letter of Credit Fees, together with all of such other fees, being sometimes hereinafter collectively referred to as the "Fees") shall be made to Agent the Administrative Agent, prior to 1:00 p.m. on the date such payment is due, for the account of the applicable Lenders Credit Parties at the Payment Office, in accordance with their Pro Rata ShareDollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. Payments of principal and interest in respect of The Administrative Agent shall distribute any Credit Facility identified on such payments received by it for the Credit Facility Schedule as “Term” shall be made to each applicable Lender. All Obligations are payable upon demand of Agent in the absence account of any other due date specified hereinPerson to the appropriate recipient promptly following receipt thereof. All fees payable under the Financing Documents shall be deemed non-refundable as The failure of the date paid. Any payment required Borrower 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 make any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement payment by such debit or automated clearing house payment. These debits or automated clearing house payments time shall not constitute a set-off. Payments of principal and/or interest received Default, provided that such payment is made on such due date, but any such payment made after 12:00 noon New York time are considered received at the opening of business 1:00 p.m. on such due date shall be deemed to have been made on the next Business DayDay for the purpose of calculating interest on amounts outstanding on the Loans. When a As between the Borrower and each Credit Party, any payment is 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 pursuant 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 payment is due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and additional fees or interest, as applicable, shall continue (except with respect to accrue until paid. All payments to be made by Borrower under any Financing Document in respect of the Fees) interest shall be made without set-offpayable at the applicable rate specified herein during such extension, recoupment or counterclaim, in lawful money of the 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 if such next Business Day would be after (i) with respect to so record or any error in so recording Tranche A Loans and Letters of Credit, the Tranche A Maturity Date, (ii) with respect to the Tranche B Loans, the Tranche B Maturity Date, (iii) with respect to the Tranche B-1 Loans, the Tranche B-1 Maturity Date, and (iv) with respect to the Tranche C Loans, the Tranche C Maturity Date, such payment shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding instead be due on 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinimmediately preceding Business Day.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) (i) All payments to be made by Borrower under any Financing Document the Borrowers shall be made free and clear of and without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. (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 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 Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified 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 an 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 such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, 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 other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. (iv) All payments received by the Administrative Agent (A) after 2:00 p.m., in lawful money the case of payments in Dollars, or (B) after the United States and Applicable Time specified by the Administrative Agent in immediately available funds. The balance the case of the Obligations, as recorded payments in Agent’s books and records at any timean Alternative Currency, shall in each case be conclusive deemed received on the next succeeding Business Day and binding evidence of the amounts due and owing any applicable interest or fee shall continue to Agent and Lenders accrue. (v) All payments by each Borrower absent manifest error; provided, however, that hereunder with respect to principal and interest on any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with Bid Loans made by a monthly statement regarding the Credit Extensions (but neither Agent nor any Lender shall have any liability if Agent shall fail be made directly to provide such Lender at the account of such Lender specified in such Lender’s Competitive Bid in Same Day Funds not later 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 statement)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. Unless Borrower notifies Agent of any objection to Each such Lender which receives any such statement (specifically describing payment in respect of principal or interest on any Bid Loan shall promptly provide a written receipt thereof to both the basis for such objection) within ninety (90) days after Company and the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinAdministrative Agent.

Payments Generally. Except as 3.11.1. Unless otherwise provided in this Section 2.6(c)specified, all payments in respect of the Obligations Borrower shall be made to 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 make 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 by it hereunder (whether of principal, interest, fees or of amounts payable under Section 3.6, 3.7 or 3.8 or otherwise) prior to Agent 10:00 a.m., New York City time, on the date when due, in immediately available funds, without condition 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 deduction for any amounts Borrower owes hereunder when due. Without limiting the foregoingdefense, 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 recoupment, set-offoff or counterclaim. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date may, in the discretion of Administrative Agent, be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When a All such payments shall be made to Administrative Agent to the applicable account designated to Borrower by Administrative Agent, except that payments pursuant to Sections 3.6, 3.7, 3.8 and 12.10 shall be made directly to the Persons entitled thereto. Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment is hereunder shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or (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, as applicable, interest thereon shall continue to accrue until paidbe payable for the period of such extension. All payments hereunder of (a) principal or interest in respect of any Term Loan or (b) any other amount due hereunder or under any other Credit Document shall be made in Dollars. Any payment required to be made by Borrower under any Financing Document Administrative Agent hereunder shall be deemed to have been made without set-offby the time required if Administrative Agent shall, recoupment at or counterclaimbefore such time, have taken the necessary 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 have 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 lawful money reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the United States Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of (i) the Overnight LIBO Rate and (ii) a rate reasonably determined by Administrative Agent in immediately available fundsaccordance with banking industry rules on interbank compensation. 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 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 If any Lender shall have any liability if Agent shall fail to provide 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 statement). Unless Borrower notifies Agent of any objection Lender to any satisfy such statement (specifically describing the basis for Lender’s obligations under such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in sentence until all respects as to all matters reflected thereinsuch unsatisfied obligations are fully paid.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrowers shall be made to 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 make 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 by them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts 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 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 accounts2:00 p.m., including New York City time), on the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder date when due, in immediately available funds, without setoff, deduction or counterclaim. Without limiting the foregoing, 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. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date may, in the discretion of the Administrative Agent, be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When a All such payments shall be made to the Administrative Agent at its offices at Stamford, Connecticut (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 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto 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. If any payment is under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, interest thereon shall continue to accrue until paidbe payable for the period of such extension. All payments to be made by Borrower under any Financing each Loan Document shall be made without set-offin dollars, recoupment except for payments with respect to any Euro Denominated Loan or counterclaim, in lawful money Euro Letter of the United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at any time, Credit (which payments 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 made in euros) or any error in so recording shall not limit or otherwise affect any Borrower’s 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)except as expressly specified otherwise. Unless Borrower notifies Agent payment is otherwise timely made by the Borrowers, the becoming due of any objection to any such statement Obligations (specifically describing the basis for such objectionwhether principal, interest, fees or other charges) within ninety (90) days after the date of receipt thereof, it shall be deemed finalto be a request for ABR Loans on the due date, binding and conclusive upon Borrower in all respects the amount of such Obligations. The proceeds of such Loans shall be disbursed as to all matters reflected thereindirect payment of the relevant Obligation.

Payments Generally. Except as otherwise provided in this The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.6(c2.15, 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., New York City time), on the date when due, in immediately available funds 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 Obligations 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 immediately available funds and in the Available Currency in which such Loan is denominated, 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 pursuant to the payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto 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 applicable Lenders in accordance with their Pro Rata Shareappropriate recipient promptly following receipt thereof. Payments of principal and interest in respect of If any Credit Facility identified on the Credit Facility Schedule as “Term” payment under any Loan Document 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document interest thereon shall be made without set-off, recoupment or counterclaim, in lawful money payable for the period of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinextension.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c)Agreement, all payments in respect of the Obligations Revolving Credit Notes and the other Facility Documents shall be made in Dollars and all payments under the Swingline Notes shall be made in Norwegian Krone, in each case in immediately available funds not later than 11:00 a.m. New York, New York time on the relevant dates specified above or in such Facility Document (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Banking Day) by, unless the Administrative Agent agrees to accept payment by other means, the debiting by the Administrative Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments Lending Office of principal and interest in respect each Lender, or by any Lender for whose account any such payment is to be made, of the amount 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 such payment from any other due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable as ordinary deposit account of the date paid. Any payment required to be made to Agent Borrower 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 the Subsidiary 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, with the Administrative Agent or such Lender, as the case may be, and the Administrative Agent so doing shall continue promptly notify the Borrower or the Subsidiary Borrower, as applicable, and any Lender so doing shall 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 accrue until paid. All payments 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 made applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Administrative Agent may apply such payment as it may elect in its sole discretion (subject to Section 11.16)). If the due date of any payment under this Agreement, any Note or any other Facility Document would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by Borrower the Administrative Agent hereunder, under any Financing Note or any other Facility Document for the account of a Lender shall be made without set-offpaid promptly to such Lender, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinLender's Lending Office.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all All payments and prepayments to be made by the Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from the Obligations Borrower hereunder or under any Loan Document in Dollars shall be payable at 12:00 o'clock Noon, Pittsburgh time, on the day when due 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 for the account of the applicable Lenders at its Office in accordance with their Pro Rata Share. Payments of principal Dollars in funds immediately available at such Office, and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” payments under Sections 2.13 and 9.06 hereof shall be made to each the applicable Lender. All Obligations are payable upon demand of Agent Lender at such domestic account as it shall specify to the Borrower from time to time 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 paidfunds immediately available at such account. Any payment required to be made to Agent or a Lender under this Agreement may be made prepayment received by debit or automated clearing house payment initiated by the Funding 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered o'clock Noon, Pittsburgh time, on any day shall be deemed to have been received at the opening of business on the next succeeding Business Day. When a The Funding Agent shall distribute to the Lenders all such payments received by it from the 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 such payment on the same Business Day as such payment is due on a day that is not a Business Dayreceived (or deemed received) from the Borrower, the Funding Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is due the next Business Day made. Upon termination of this Agreement and additional fees or payment in full of all principal, interest, as applicablefees, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States expenses 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 other amounts due and owing to Agent and Lenders by each from the 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 duty to pay all amounts owing hereunder or under any Financing other Loan Document. , each Lender will promptly mark xxx Notes "cancelled" and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinBorrower.

Payments Generally. Except as otherwise provided Base Colocation Fees, all forms of Additional Colocation Fees (defined in this Section 2.6(c3.3, below) payable hereunder by Grantee and all other amounts, fees, payments or charges payable hereunder by Grantee shall (i) sometimes collectively be referred to herein as “Colocation Fees”), all payments in respect of the Obligations shall (ii) be made payable to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of Grantor when due without any Credit Facility identified on the Credit Facility Schedule as “Term” shall be made to each applicable Lender. All Obligations are payable upon prior notice or 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Grantor at the address of Grantor specified in immediately available funds. The balance Item 17 of the ObligationsBasic 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 termination of this Agreement, as recorded in Agent’s books and records at the service of any timenotice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Agreement or affect any such notice, demand, suit or judgment. No partial payment by Grantee shall be conclusive and binding evidence deemed to be other than on account of the amounts due and owing to Agent and Lenders by each Borrower absent manifest error; providedfull amount otherwise due, however, that nor shall any failure to so record endorsement or statement on any check or any error in so recording letter accompanying any check or payment be deemed an accord and satisfaction, and Grantor shall not limit be entitled to accept such payment without compromise or otherwise affect prejudice to any Borrower’s duty to pay all amounts owing of the rights of Grantor hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions Applicable Laws (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statementdefined in Section 6.3.1, below). Unless Borrower notifies Agent In the event that the Commencement Date or the expiration of any objection to any such statement the Term (specifically describing the basis for such objection) within ninety (90) days after or the date of receipt thereofany earlier termination of this Agreement) falls on a date other than the first or last day of a calendar month, it respectively, the Colocation Fees payable for such partial calendar month shall be deemed finalprorated based on a per diem basis. For purposes of this Agreement, binding and conclusive upon Borrower in all respects amounts (other than Base Colocation Fees) payable by Grantee to Grantor pursuant to this Agreement, whether or not denominated as to all matters reflected thereinsuch, shall constitute “Additional Colocation Fees.”

Payments Generally. Except as otherwise provided Base Rent, all forms of Additional Rent (defined in this Section 2.6(c3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), all payments in respect of the Obligations shall (ii) be made payable to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of Landlord when due without any Credit Facility identified on the Credit Facility Schedule as “Term” shall be made to each applicable Lender. All Obligations are payable upon prior notice or 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in immediately available funds. The balance Item 17 of the ObligationsBasic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, as recorded in Agent’s books and records at the service of any timenotice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be conclusive and binding evidence deemed to be other than on account of the amounts due and owing to Agent and Lenders by each Borrower absent manifest error; providedfull amount otherwise due, however, that nor shall any failure to so record endorsement or statement on any check or any error in so recording letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall not limit be entitled to accept such payment without compromise or otherwise affect prejudice to any Borrower’s duty to pay all amounts owing of the rights of Landlord hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions Applicable Laws (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statementdefined in Section 6.3.1, below). Unless Borrower notifies Agent In the event that the Commencement Date or the expiration of any objection to any such statement the Term (specifically describing the basis for such objection) within ninety (90) days after or the date of receipt thereofany earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, it respectively, the Rent payable for such partial calendar month shall be deemed finalprorated based on a per diem basis. For purposes of this Lease, binding and conclusive upon Borrower in all respects amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as to all matters reflected thereinsuch, shall constitute “Additional Rent.”

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, in lawful money all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 noon on the date specified herein. The balance 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 Lending Office. All payments received by the Obligations, as recorded in Agent’s books and records at any time, Administrative Agent after 12:00 noon shall be conclusive deemed received on the next succeeding Business Day and binding evidence any applicable interest or fee shall continue to accrue. Without limiting the generality of this Section 2.09, on each date when the amounts payment of any principal, interest or fees are 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 duty to pay all amounts owing hereunder or under any Financing DocumentNote, 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. The Borrower hereby authorizes the Administrative Agent shall endeavor (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 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 any objection automatic deduction made pursuant to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinthis Section 2.09.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Applicable Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. 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 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 Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in an 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 such 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, 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 a 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. 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 2:00 p.m., in lawful money the case of payments in Dollars, (ii) after the United States and Applicable Time specified by the Administrative Agent in immediately available funds. The balance the case of payments in an Alternative Currency or (iii) after the Obligations, as recorded applicable local time specified by the applicable Swingline Lender in Agent’s books and records at any timethe case of payments in a Subsidiary Currency, shall be conclusive and binding evidence of the amounts due and owing to Agent and Lenders by in 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall case be deemed final, binding received on the next succeeding Business Day and conclusive upon Borrower in all respects as any applicable interest or fee shall continue to all matters reflected thereinaccrue.

Payments Generally. Except as otherwise provided in this Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.6(c2.15, 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., New York City time), on the date when due, in immediately available funds 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 Obligations 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 immediately available funds and in the Available Currency in which such Loan is denominated, 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 pursuant to the payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto 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 applicable Lenders in accordance with their Pro Rata Shareappropriate recipient promptly following receipt thereof. Payments of principal and interest in respect of If any Credit Facility identified on the Credit Facility Schedule as “Term” payment under any Loan Document 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document interest thereon shall be made without set-off, recoupment or counterclaim, in lawful money payable for the period of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinextension.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all 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 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 (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 the applicable Lenders in accordance with their Pro Rata Share. Payments Lender at its office located at 0000 X. Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (or at such other place 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 designated by Agent or such Lender from any of Borrower’s deposit accounts, including to the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, Company) in lawful money of the United States U.S. dollars and in immediately available funds. The balance 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 Obligations, as recorded in 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 books 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, and records at other Obligations owing under this Agreement, the Notes, and the other Loan Documents and shall be deemed 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. All payments hereunder and under any timeNote, including all amounts designated as principal prepayments, shall be conclusive credited first to interest, costs, and binding evidence of lawful charges then accrued and the amounts due and owing remainder to Agent and Lenders by each Borrower absent manifest error; provided, however, that principal as provided herein or in any failure to so record or any error in so recording shall not limit applicable Note or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. as 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinits sole discretion may determine.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c), all payments in respect of Agreement or the Obligations Notes shall be made to in immediately available funds. In the case of Loans denominated in Dollars, payment shall be made in Dollars 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, payment 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 Lenders in accordance with their Pro Rata ShareLending Office of each Bank. Payments of principal and interest in respect of any Credit Facility identified Each such payment made after such time 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 such due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable as to have been made on the next succeeding Banking Day. The 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 date paid. Any payment required to be made to Borrower with the Agent or such Bank, as the case may be, and any Bank that makes such a Lender debit shall promptly notify the Agent and the Company. Each Borrower shall, at the time of making each payment 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 when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require Note, specify to implement the Agent the principal or other amount payable by such debit Borrower under this Agreement or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a 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 sole discretion (subject to Section 10.16(c)). If the due date of any payment under this Agreement or any Note would otherwise fall on a day that which is not a Business Banking Day, the payment is due such date shall be extended to the next Business succeeding Banking Day and additional fees interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document Note for the account of a Bank shall be made without set-offpaid promptly by the Agent to such Bank, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinBank's Lending Office.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c), all payments in respect of Agreement or the Obligations Notes shall be made to Agent in United States Dollars in funds which are immediately available not later than 1:00 p.m. on the relevant dates specified herein at the JPMorgan Chase Office for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal each Lender and interest in respect of any Credit Facility identified payment made after such time on such due date will be deemed to have been HUTTIG CREDIT AGREEMENT made on the Credit Facility Schedule as “Term” shall be made next succeeding Banking Day. In the event that any payment (other than with respect 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 principal of the date paid. Any payment required to be made to Agent or a Lender 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 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 (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 debit or automated clearing house payment initiated by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender from any of Borrower’s deposit accountsLender, including as the Designated Funding Accountcase may be, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require so doing shall promptly notify the Agent. Subject to implement such debit or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off. Payments of principal and/or interest received after 12:00 noon New York time are considered received Section 11.16, the Borrowers shall, at the opening time of business on making each payment under this Agreement or the next Business Day. When a 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 that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may, subject to Section 11.16, apply such payment as it may elect in its sole discretion. If the due date of any payment under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the payment is due such date shall be extended to the next Business succeeding Banking Day and additional fees interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document Note for the account of a Lender shall be made without set-offpaid promptly to such Lender, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinLender's Lending Office.

Payments Generally. Except as otherwise provided in this Section 2.6(c), The 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 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 in respect of principal, interest, fees or other amounts due from the Obligations Borrowers in US Currency shall be payable by 12:00 noon, New York time, on the day when due 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 8.06, such payments shall be made to the Agent for at the account Applicable Location in US Currency in funds immediately available at the Applicable Location without setoff, counterclaim or other deduction of the applicable Lenders in accordance with their Pro Rata Shareany nature. Payments of principal All payments and interest prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrowers in any Credit Facility identified Other Currency shall be payable by 12:00 noon, London time, on the Credit Facility Schedule as “Term” day when due 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 8.06, such payments shall be made to each applicable Lender. All Obligations are payable upon demand of the Agent at the Applicable Location in such Other Currency in funds immediately available at the absence Applicable Location without setoff, counterclaim or other deduction of any other due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable as of the date paidnature. Any payment required to be made to Agent or a Lender under this Agreement may be made prepayment received (i) in US Currency by debit or automated clearing house payment initiated by the 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon noon, New York time are considered time, on any day shall be deemed to have been received at the opening of business on the next succeeding Business Day and (ii) in any Other Currency by the Agent or such Lender after 12:00 noon, London time, on any day shall be deemed to have been received on the next succeeding London Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor distribute 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 Lenders all such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing payments received by it from the basis for such objection) within ninety (90) days Borrowers as promptly as practicable after receipt by the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinAgent.

Payments Generally. Except as otherwise provided Base Rent, all forms of Additional Rent (defined in this Section 2.6(c3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), all payments in respect of the Obligations shall (ii) be made payable to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of Landlord when due without any Credit Facility identified on the Credit Facility Schedule as “Term” shall be made to each applicable Lender. All Obligations are payable upon prior notice or 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in immediately available funds. The balance Item 12 of the ObligationsBasic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, as recorded in Agent’s books and records at the service of any timenotice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be conclusive and binding evidence deemed to be other than on account of the amounts due and owing to Agent and Lenders by each Borrower absent manifest error; providedfull amount otherwise due, however, that nor shall any failure to so record endorsement or statement on any check or any error in so recording letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall not limit be entitled to accept such payment without compromise or otherwise affect prejudice to any Borrower’s duty to pay all amounts owing of the rights of Landlord hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions Applicable Laws (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statementdefined in Section 5.3.2, below). Unless Borrower notifies Agent In the event that the Commencement Date or the expiration of any objection to any such statement the Term (specifically describing the basis for such objection) within ninety (90) days after or the date of receipt thereofany earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, it respectively, the Rent payable for such partial calendar month shall be deemed finalprorated based on a per diem basis. For purposes of this Lease, binding and conclusive upon Borrower in all respects amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as to all matters reflected thereinsuch, shall constitute “Additional Rent.”

Payments Generally. Except All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other 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, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as otherwise provided in this required by Section 2.6(c9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments in respect of the Obligations 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 for the account of the applicable Lenders at its Office in accordance with their Pro Rata Share. Payments of principal Dollars in funds immediately available at such Office, and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to each the applicable LenderLender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All Obligations are payable upon demand payments and prepayments to be made by the Parent or any Other Borrower in respect of Agent 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 absence applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other due date specified hereinthan 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. All fees payable 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 Financing Documents Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 o’clock Noon, New York time on any day 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower a Lender under any Financing Document Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, recoupment withholding, counterclaim or counterclaimother deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in lawful money respect of reimbursement obligations) shall be made in the currency 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 to the Lenders all payments received by it for the account of the United States and in immediately available fundsLenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. The balance Except as expressly contemplated by Section 4.01(c), all payments on account of the Obligations, as recorded in Agent’s books and records at any time, Revolving Credit Loans shall be conclusive distributed to the Lenders Pro Rata. If and binding evidence 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, reimbursement amounts, fees, expenses and other 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 duty to pay all amounts owing from the Borrowers hereunder or under any Financing other Loan Document. , each Lender will promptly xxxx any Notes “cancelled” and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinParent.

Payments Generally. Except as otherwise provided (a) All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in this Section 2.6(cwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable), all payments . 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 Obligations Advances and the amounts payable to the Servicer. At least two (2) Business Days prior to each Interest Payment Date, the Administrative Agent shall deliver an invoice to the Servicer, the Collateral Agent and the Collateral Administrator in respect of the interest and Administrative Agent Fee due on such Interest Payment Date. All payments not made to the Administrative Agent for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Agent for Section 3.03 hereof, all payments by 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 Company hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment 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 lawful money the applicable Permitted Non-USD Currency of such Advance. All interest hereunder shall be computed on the basis of a year of 360 days (other than (i) interest calculated at the Base Rate, which shall be calculated on the basis of a year of 365/366 days and (ii) interest calculated according to XXXXX, which shall be calculated on the basis of a year of 365 days) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Except as otherwise specified by the Company, all repayments or prepayments of principal of the United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at any time, Advances hereunder shall be conclusive and binding evidence of deemed to repay the amounts due and owing to Agent and Lenders by each Borrower absent manifest error; provided, however, that any failure to so record longest outstanding Advance (or any error the applicable portion thereof) denominated in so recording shall not limit or otherwise affect any Borrower’s 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 same currency as such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after prepayment on the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinsuch repayment or prepayment.

Payments Generally. Except as otherwise provided All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in this Section 2.6(cwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable), all payments . 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 Obligations Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest Payment Date, the Maturity Date and any Additional Distribution 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 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 not made to the Administrative Agent for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Agent for Section 3.03 hereof, all payments by 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” Company hereunder shall be made to each applicable Lenderwithout setoff or counterclaim. All Obligations are payable upon demand of Agent payments hereunder shall be made in the absence of any other due date specified hereinU.S. dollars. All fees payable under interest calculated using the Financing Documents LIBOTerm SOFR Rate hereunder shall be deemed non-refundable as 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 actual number of days elapsed (including the first day but excluding the last day). execute and deliver an instrument transferring to such successor agent all the rights, powers and trusts of the date paid. Any payment required to be made to Agent retiring or a Lender under this Agreement may be made by debit removed Collateral Agent, Collateral Administrator 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interestSecurities 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 contained herein or in any other Loan Document, any corporation into which the Collateral Agent, the Securities Intermediary or the Collateral Administrator may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent, the Securities Intermediary or the Collateral Administrator shall be a party, or any corporation succeeding to the 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 accrue until paidmake 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. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaimAnything in this Agreement notwithstanding, in lawful money 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 loss or damage and regardless of the United States form of action. Each Agent, the Securities Intermediary and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at any time, Collateral Administrator shall not 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 liable for any error of judgment made in so recording shall not limit good faith by an officer or otherwise affect any Borrower’s duty to pay all amounts owing hereunder officers of such Agent, the Collateral Administrator 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereofSecurities Intermediary, unless it shall be deemed finalconclusively determined by a court of competent jurisdiction that such Agent, binding the Collateral Administrator or the Securities Intermediary was grossly negligent in ascertaining the pertinent facts. Each Agent, the Securities Intermediary and conclusive upon Borrower the Collateral Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in all respects as connection with this Agreement. Each Agent, the Securities Intermediary and the Collateral Administrator shall not be bound to all matters reflected thereinmake any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion, report, consent, order, approval, bond or other document or have any responsibility for filing or recording any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder. expenses, including attorney’s fees, in connection with this Agreement and the transactions contemplated hereby, subject to the Priority of Payments.

Payments Generally. 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 made without condition or deduction for any counterclaim, defense, recoupment or setoff by such Borrower Party. Except as otherwise expressly provided in this Section 2.6(c)herein, all payments in respect of by the Obligations Borrower Parties hereunder shall be made to Agent Administrative Agent, for the account of the applicable respective Lenders and Lender Groups to which such payment is owed, at Administrative Agent’s Office in accordance with their Pro Rata Share. Payments of principal Dollars and interest in respect of any Credit Facility identified Same Day Funds not later than 1:00 p.m. 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 Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Credit Agreement be made in the Financing Documents United States. Funds received by Administrative Agent after 1:00 p.m. shall be deemed non-refundable 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 date paidSwingline 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 received by Administrative Agent hereunder for the account of Lenders on the Obligations. Any Each payment required 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 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 when due. Without limiting the foregoing, Borrower Party 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is come due on a day that is not other than a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-offon the next following Business Day, recoupment and such extension of time shall be reflected in computing interest or counterclaimfees, as the case may be. Each Funding Agent agrees to use reasonable efforts to apply the amounts received in lawful money respect of such repayments to the outstanding Loans of the United States and in immediately available funds. The balance Lenders members 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 its Lender Group so record or any error in so recording shall not limit or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinminimize broken funding payments payable pursuant to Section 4.05.

Payments Generally. Except as otherwise provided in this Section 2.6(c)All payments of principal of, all payments in respect of and interest on, the Obligations under this Credit Agreement by Borrowers to 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 immediately available funds to the appropriate 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 of 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 applicable 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 Obligations by Borrowers to or for the account of Lenders in accordance with their Pro Rata Sharethe terms of this Credit Agreement, the Notes and the other Loan Documents shall 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 connection with Administrative Agent’s duty to distribute and apportion such payments 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 consent. Payments of principal and interest in respect of any Credit Facility identified All payments made on the Credit Facility Schedule as “Term” Obligations shall be made credited, to each applicable Lender. All Obligations are payable upon demand the extent of Agent the amount thereof, in the absence of any following manner: (i) first, against all actual out-of-pocket costs, expenses and other due date specified herein. All fees payable (including reasonable attorneys’ fees) arising and owed by Borrowers under the Financing Documents shall be deemed non-refundable terms hereof; (ii) second, against all accrued and unpaid interest on the Obligations 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 of such Lender from any of Borrower’s deposit accountspayment; (iii) third, including against the Designated Funding Account, Principal Obligation due and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms owing 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States date of such payment; and in immediately available funds. The balance (iv) fourth, to all other amounts constituting any portion 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Payments Generally. (i) Except as otherwise provided in this Section 2.6(c)below, all payments in respect payments, including prepayments, of principal and interest on the Loans, of the Obligations 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 made to Agent the Administrative Agent, prior to 1:00 p.m. Eastern time on the date such payment is due, for the account of the applicable Lenders Credit Parties at the Payment Office, in accordance with their Pro Rata ShareDollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. 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 The failure of the date paid. Any payment required Borrowers 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 make any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement payment by such debit or automated clearing house payment. These debits or automated clearing house payments time shall not constitute a set-off. Payments of principal and/or interest received Default, provided that such payment is made on such due date, but any such payment made after 12:00 noon New York 1:00 p.m. Eastern time are considered received at the opening of business on such due date shall be deemed to have been made on the next Business DayDay for the purpose of calculating interest on amounts outstanding on the Loans. When a As between the Borrowers and each Credit Party, any payment is by the Borrowers to the Administrative Agent for the account of such Credit Party shall be deemed to be payment by the Borrowers to such 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 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 payment is due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and additional fees or interest, as applicable, shall continue (except with respect to accrue until paid. All payments to be made by Borrower under any Financing Document in respect of the Fees) interest shall be made without set-offpayable at the applicable rate specified herein during such extension, recoupment or counterclaim, in lawful money of the 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 if such next Business Day would be after (A) with respect to so record or any error in so recording Revolving Loans, the Revolving Maturity Date and (B) with respect to Term Loans, the Term Loan Maturity Date, such payment shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding instead be due on 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinimmediately preceding Business Day.

Payments Generally. Except as Each Borrower shall make each payment and prepayment required to be made by 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 2:00 p.m., New York City time, on the date when due, in this Section 2.6(c)immediately available funds, all payments without set-off or counterclaim. Any amounts received after such time on any date may, in respect the discretion of the Obligations 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 for to the account of Administrative Agent’s Account, except as otherwise expressly provided in the applicable Lenders in accordance with their Pro Rata Share. Payments of principal relevant Loan Document and interest in respect of any Credit Facility identified on except payments to be made directly to an Issuing Lender or the Credit Facility Schedule Swingline Lender as “Term” expressly provided herein and payments pursuant to Sections 2.14, 2.15, 11.03 and 11.04, which shall be made directly to each applicable Lenderthe Persons entitled thereto. All Obligations are payable upon demand of Agent in the absence of If any other due date specified herein. All fees payable under the Financing Documents payment or prepayment hereunder 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the date for payment is due or prepayment, as the case may be, shall be extended to the next succeeding Business Day and additional fees and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. 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 provisions in the Security Documents, any such payment received by it upon the exercise of remedies hereunder or under the other Loan Documents shall be applied to the Obligations hereunder in the following order: first, to the payment of the costs and expenses of collecting such payments, including reasonable out-of-pocket costs and expenses of the Administrative Agent, and the fees and expenses of its agents and counsel, in each case in such order as applicablethe Administrative Agent shall in its sole discretion determine; second, shall continue to accrue until paid. All payments to be 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 Borrower the respective Issuing Lenders in excess of the amount thereof that the Revolving Credit Lenders are required to pay to the Issuing Lenders under any Financing Document Section 2.05(e) in respect of drawings on Letters of Credit shall be made without set-offpaid in full prior to the payment of any other Obligations); and third, recoupment or counterclaim, after payment in lawful money of the United States and in immediately available funds. The balance full of the Obligations, to the payment to the Obligors as recorded in specified by the Company to the Administrative 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document shall be made free and clear of any Liens and without set-offrestriction, condition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise provided below, in lawful money 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 the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 p.m. on the date specified herein. The balance Administrative Agent will promptly distribute to each Lender its pro rata share of the Obligationsprincipal 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 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 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 recorded in Agent’s books the case may be. Unless and records at any time, shall be conclusive and binding evidence until each of the amounts due and owing to Administrative Agent and Lenders by the Borrower receives written notice to the contrary from NY Green Bank, each of the Administrative Agent and the 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 duty to pay all amounts owing hereunder 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 under any Financing Document. to such other account or Person designated by NY Green Bank, as may be notified to each of the Administrative Agent, the Collateral Agent shall endeavor and the Borrower in writing from time 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after time by NY Green Bank until the date of receipt thereofby the Administrative Agent of the NY Green Bank Termination Notice; provided, it that prior to any distribution of collateral proceeds payable to Vivint Solar Financing NYGB Entity pursuant to Section 2.02 of the Collateral Agency Agreement, the Administrative Agent shall direct the Collateral Agent to instruct the Depository Bank, in accordance with Section 3.05(a) of the Depository Agreement, to pay any amounts due to 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 shall be deemed final, binding and conclusive upon Borrower in all respects paid to Vivint Solar Financing NYGB Entity as to all matters reflected thereina Lender under this Agreement.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c), all payments in respect of Agreement or the Obligations Note shall be made to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest Dollars in respect of any Credit Facility identified immediately available funds not later than 1:00 p.m. New York City time on the Credit Facility Schedule as “Term” shall be relevant dates specified above (each such payment made to each applicable Lender. All Obligations are payable upon demand of Agent in the absence of any other after such time on such due date specified herein. All fees payable under the Financing Documents shall to be deemed non-refundable as of the date paid. Any payment required to be have been 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business succeeding Banking Day. When ) at the Lending Office of the Bank, provided that, when a payment new Revolving Credit Loan is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Bank on a date the Borrower under is to repay any Financing Document principal of any outstanding Revolving Credit Loans, the Bank shall apply the proceeds thereof to the payment of 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 2.05 or paid by the Borrower to the Bank pursuant to this Section 2.12, 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 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 Bank the principal or other amount payable by the Borrower under this Agreement or the Note to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Bank may apply such payment as it may elect in its sole discretion). 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 extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. 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 next succeeding Banking Day unless the next succeeding Banking Day would fall in the next calendar month, in which case such date shall be on the next preceding Banking Day. All payments under this Agreement shall be made by the Borrower without set-offdefense, recoupment setoff or counterclaim, counterclaim to the Bank on the date when due and shall be made in lawful money of the United States and of America 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Payments Generally. (i) Except as otherwise provided in this Section 2.6(c)below, all payments in respect payments, including prepayments, of principal and interest on the Loans, of the Obligations Commitment Fee and of all other amounts to be paid by the Borrower under the Loan Documents (the Commitment Fee, together with all of such other fees, being sometimes hereinafter collectively referred to as the "FEES") shall be made to Agent the Administrative Agent, prior to 1:00 p.m. on the date such payment is due, for the account of the applicable Lenders Credit Parties at the Payment Office, in accordance with their Pro Rata ShareDollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. 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 The failure of the date paid. Any payment required Borrower 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 make any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement payment by such debit or automated clearing house payment. These debits or automated clearing house payments time shall not constitute a set-off. Payments of principal and/or interest received Default, PROVIDED THAT such payment is made on such due date, but any such payment made after 12:00 noon New York time are considered received at the opening of business 1:00 p.m. on such due date shall be deemed to have been made on the next Business DayDay for the purpose of calculating interest on amounts outstanding on the Loans. When a As between the Borrower and each Credit Party, any payment is 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 pursuant to Sections 3.5, 3.6, 3.7, 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 payment is due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and additional fees or interest, as applicable, shall continue (except with respect to accrue until paid. All payments to be made by Borrower under any Financing Document in respect of the Fees) interest shall be made without set-offpayable at the applicable rate specified herein during such extension, recoupment or counterclaimPROVIDED, in lawful money of the 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, howeverHOWEVER, that any failure if such next Business Day would be after (A) with respect to so record or any error in so recording Facility A Loans, the Facility A Maturity Date and (B) with respect to Facility B Loans, the Facility B Maturity Date, such payment shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding instead be due on 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinimmediately preceding Business Day.

Payments Generally. Except as otherwise provided All payments and prepayments to be made in this respect of(a) principal, interest, Unused Commitment Fees, Letter of Credit Fees, other fees referred to in Section 2.6(c)2.7 or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments in respect of the Obligations shall be made to the Administrative Agent at the Principal Office 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 or 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 Issuing Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time which they are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaimowed, in lawful money of the United States each case in Dollars and in immediately available funds. The balance 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 relevant record shall, in the absence of manifest error, be conclusive as the statement of the Obligationsamount 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 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 recorded the case may be, the amount due. In such event, if the Borrower has not in Agent’s books and records at any timefact made such payment, shall be conclusive and binding evidence then each of the amounts due 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 owing including the date such amount is distributed to Agent and Lenders by each Borrower absent manifest error; provided, however, that any failure it to so record or any error in so recording shall not limit or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after excluding the date of receipt thereofpayment to the Administrative Agent, it 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 be deemed finaldue and payable in arrears2.11 on each Interest Payment Date. Interest on LIBORTerm SOFR Rate Loans shall be due and payable on the last day of each Interest Period for those Loans and, binding 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 Interest Period. Interest on mandatory prepayments of principal under Section 2.13 shall be due on the date 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 due and conclusive upon Borrower in all respects as to all matters reflected therein.payable on demand after such 67

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrower shall be made to 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 make 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 by it hereunder or under any other Loan Document (whether of principal of Loans, LC Disbursements, interest, fees, or otherwise) prior 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 accounts2:00 p.m., including New York City time, on the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder date when due, in immediately available funds, without setoff or counterclaim. Without limiting the foregoing, 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. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date shall be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When a All such payments shall be made to the Bank at its office at One Liberty Plaza, New York, New York, or such other office in the United States as to which the Bank may notify the Borrower. Except as may be otherwise provided in the defined term "Interest Period", if any payment is hereunder shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, interest thereon shall continue to accrue until paidbe payable for the period of such extension. All payments to be made by Borrower under any Financing Document hereunder shall be made without set-offin dollars. If at any time insufficient funds are received by and available to the Bank from the Borrower to pay fully all amounts of principal of Loans, recoupment or counterclaimLC Disbursements, interest, fees and other amounts then due under the Loan Documents, such funds shall be applied to the obligations owing to the Bank: (i) first, to payment of such amounts (excluding principal, interest and fees), in lawful money such order as the Bank may choose, (ii) second, to such interest and fees then due, and (iii) third, to such principal of the United States Loans and in immediately available fundsLC Disbursements then due. The balance of All amounts paid under 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 Loan Documents shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or be refundable 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereincircumstances.

Payments Generally. Except as otherwise provided in this Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.6(c2.15, 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 12:00 noon, Chicago, Illinois time), on the date when due, in immediately available funds 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 Obligations 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 immediately available funds and in the Available Currency in which such Loan is denominated, 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 pursuant to the payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto 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 applicable Lenders in accordance with their Pro Rata Shareappropriate recipient promptly following receipt thereof. Payments of principal and interest in respect of If any Credit Facility identified on the Credit Facility Schedule as “Term” payment under any Loan Document 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document interest thereon shall be made without set-off, recoupment or counterclaim, in lawful money payable for the period of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinextension.

Payments Generally. Except as otherwise provided shall in this Section 2.6(c)each case 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 Borrower shall come due on a day other than a(b) Business Day, all payments in respect of the Obligations payment shall be made to 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 next following Business Day, and such extension of time shall be reflected in computing interest or fees, as “Term” 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 calendar month, such payment shall be made on the immediately preceding Business Day. Unless the Borrower or any Lender has notified the Administrative Agent, prior to each applicable Lender. All Obligations are payable upon demand of Agent in the absence of the(c) date 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 is required to be made by it to the 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. 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 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 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 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 interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable 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 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 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document Section 2.12(c) shall be made without set-offconclusive, recoupment or counterclaim, in lawful money of the 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. If any 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, howeverand 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, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. the Administrative Agent shall endeavor return such funds (in like funds as received from such Lender) 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)Lender, without interest. Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.- 95-

Payments Generally. Except as otherwise provided in this Section 2.6(c), all All payments and prepayments to be made by the Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from the Obligations Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., Los Angeles time, on the day when due 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 at such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to Agent for the account of the applicable Lenders Lender at such domestic account as it shall specify to the Borrower from time to time 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 paidfunds immediately available at such account. Any payment required to be made to Agent or a Lender under this Agreement may be made prepayment received by debit or automated clearing house payment initiated by the Administrative Agent or such Lender from after 11:00 a.m., Los Angeles time, on any of Borrower’s deposit accounts, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender day shall be deemed to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a The Administrative Agent shall distribute to the Lenders all such payments received by it from the 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 such payment on the same Business Day as such payment is due on a day that is not a Business Dayreceived (or deemed received) from the 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 due the next Business Day made. Upon termination of this Agreement and additional fees or payment in full of all principal, interest, as applicablefees, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States expenses 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 other amounts due and owing to Agent and Lenders by each from the 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 duty to pay all amounts owing hereunder or under any Financing other Loan Document. , each Lender will promptly xxxx its Notes "cancelled" and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinBorrower.

Payments Generally. Except as Each Borrower shall make each payment and prepayment required to be made by 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 2:00 p.m., New York City time, on the date when due, in this Section 2.6(c)immediately available funds, all payments without set-off or counterclaim. Any amounts received after such time on any date may, in respect the discretion of the Obligations 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 for to the account of Administrative Agent’s Account, except as otherwise expressly provided in the applicable Lenders in accordance with their Pro Rata Share. Payments of principal relevant Loan Document and interest in respect of any Credit Facility identified on except payments to be made directly to an Issuing Lender or the Credit Facility Schedule Swingline Lender as “Term” expressly provided herein and payments pursuant to Sections 2.15, 2.16, 11.03 and 11.04, which shall be made directly to each applicable Lenderthe Persons entitled thereto. All Obligations are payable upon demand of Agent in the absence of If any other due date specified herein. All fees payable under the Financing Documents payment or prepayment hereunder 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the date for payment is due the next Business Day and additional fees or interestprepayment, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at any timecase may be, shall be conclusive and binding evidence extended to the next succeeding Business Day and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the amounts due and owing period of such extension. The Administrative Agent shall distribute any payments received by it for account of any other Person to Agent and Lenders by each Borrower absent manifest error; providedthe appropriate recipient promptly following receipt thereof, however, provided that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing such payment received by it upon the exercise of remedies hereunder or under any Financing Document. the other Loan Documents shall be applied to the Obligations hereunder in the following order: first, to the payment of the costs and expenses of collecting such payments, including reasonable out-of-pocket costs and expenses of the Administrative Agent, and the fees and expenses of its agents and counsel, in each case in such order as the Administrative Agent shall endeavor in its sole discretion determine; second, to provide Borrower the payment of the Obligations (including cover for Letters of Credit outstanding hereunder), in each case ratably in accordance with a monthly statement regarding 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 Extensions (but neither Agent nor any Lender Lenders are required to pay to the Issuing Lenders under Section 2.05(e) in respect of drawings on Letters of Credit shall have any liability if Agent shall fail be paid in full prior to provide any such statement). Unless Borrower notifies Agent the payment of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.other Obligations); and

Payments Generally. Except as (a) Unless otherwise provided specified in this Section 2.6(c)Agreement, all payments in under this Agreement or the Notes, other than payments of fees and expenses with respect to Letters of the Obligations Credit which shall be made directly by the Borrower to Agent the Issuing Bank pursuant to the procedures and requirements of the Issuing Bank and the terms of this Agreement, shall be made in Dollars in immediately available 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 such due date to be deemed to have been made on the next succeeding Banking Day) to the Agent, at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 for the benefit of the applicable Lending Office of each Bank. The Borrower will notify each of the Banks of any payment to the Agent pursuant to the provisions of this section at the same time it makes any such payment and will notify the Agent of any payment to the Issuing 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 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 applicable Lenders in accordance Borrower with their Pro Rata Share. Payments the Agent and the Agent may (but shall not be obligated to) require each of principal and interest in respect the Banks to debit its pro rata portion (subject to Section 11.16 hereof) of the amount of any Credit Facility identified on the Credit Facility Schedule as “Term” shall be such payment which is not made by such time 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 ordinary deposit account 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 with any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 errorBank; provided, however, that no Bank shall be required to debit any failure funds which are not available to the Borrower other than on an overdraft basis. The Borrower 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; provided, however, that in the event that the Borrower fails to so record specify, or if (x) a Default has occurred and is continuing, or (y) an Event of Default pursuant to any error 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 payment as it may elect in its sole discretion (subject to Section 11.16 hereof). If the due date of any payment under this Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing extended for the period of such extension. Each payment received by the Agent hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with Note for the account of a monthly statement regarding Bank or 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it Issuing Bank shall be deemed finalpaid promptly to such Bank or to the Issuing Bank, binding and conclusive upon Borrower as the case may be, in all respects immediately available funds, for the account of such Bank's Lending Office or for the account of the office specified by the Issuing Bank to the Agent, as to all matters reflected thereinthe case may be.

Payments Generally. Except as to the extent otherwise provided in this Section 2.6(c)herein, all payments of principal of and interest on Loans made in respect Dollars, and other amounts (other than the principal of and interest on Loans made in an Alternative Currency) payable by the Obligations Borrower under this Agreement and the Note shall be made to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments Dollars, and all payments of principal and interest on Loans made in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” an Alternative Currency shall be made to each applicable Lender. All Obligations are payable upon demand of Agent in such Alternative Currency in immediately available funds not later than 1:00 p.m. New York time (in the absence case of any other 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 on which such payments shall become due (each such payment made after such time on such date specified herein. All fees payable under the Financing Documents shall to be deemed non-refundable as of to have been made on the date paid. Any payment required next succeeding Business 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 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 a Lender 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 may be made or the Note, specify to the Agent the principal or other amount payable by debit the Borrower under this Agreement or automated clearing house payment initiated by Agent or the Notes to which 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is to be applied and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may apply such payment as it may elect in its sole and absolute discretion (subject to Section 10.16). If the due date of any payment under this Agreement or the Notes would otherwise fall on a day that which is not a Business Day, the payment is due such date shall be extended to the next succeeding Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document interest shall be made without set-offpayable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or under the Notes for the account of a Bank shall be paid promptly to such Bank, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinBank's Lending Office.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document shall be made free and clear of any Liens and without set-offrestriction, condition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise provided below, in lawful money all payments made with respect to the Loans on each Payment Date shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 p.m. on the date specified herein. The balance Administrative Agent will promptly distribute to each Lender its pro rata share of the Obligationsprincipal 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, as recorded in and upon the Administrative Agent’s books receipt of such Lender’s Assumption Agreement and records at any time, shall be conclusive and binding evidence recording of the amounts due information contained therein in the Register, from and owing to Agent and Lenders by each Borrower absent manifest error; providedafter the applicable Revolving Loan Commitment Increase Date, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. the Administrative Agent shall endeavor make all payments hereunder in connection therewith to provide Borrower with a monthly statement regarding the Credit Extensions (but neither Assuming Lender. All payments received by the Administrative Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it 12:00 p.m. shall be deemed finalreceived on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, binding payment shall be made on the next following Business Day, and conclusive upon Borrower such extension of time shall be reflected in all respects computing interest or fees, as to all matters reflected thereinthe case may be. [***] 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.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. 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. (or, in lawful money the case of Section 2.06(a)(iii), 3:00 p.m.) on the United States date 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 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. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) shall be deemed received on the next succeeding Business Day 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. 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 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 Same 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), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) 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 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 balance 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. (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 Obligations, as recorded other Loan Documents is insufficient to pay in Agent’s books and records at any time, shall be conclusive and binding evidence of the full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. 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 (ii) 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 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 duty to pay all amounts owing hereunder or under any Financing Documentsuch Lender. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions (but neither Agent nor g)If any Lender shall have any liability if Agent shall fail to provide make any payment required to be made by it pursuant to Section 2.04(c), 2.04(d), 2.05(c) or 9.07 (or if the Borrower shall have paid any amount or posted any cash collateral in respect of such Lender’s Pro Rata Share of Swing Line Obligations or L/C Obligations pursuant to Section 2.17(b)(ii)), 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 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 statement). Unless Borrower notifies Agent remaining amounts in a segregated account as 48 cash collateral for, and application to, any future funding obligations of any objection to such Lender under any such statement Section; provided any amounts held pursuant to clause (specifically describing ii) hereof shall be released to such Lender upon the basis for such objectionearlier of (x) within ninety (90) days after the date on which any of receipt thereofthe actions described in Section 8.02(a), it 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall be deemed final, binding have been taken or occurred and conclusive upon Borrower in all respects as to all matters reflected therein(y) the Revolver Maturity Date. Section 2.14.

Payments Generally. Except All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as otherwise provided in this required by Section 2.6(c9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments in respect of the Obligations 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 for the account of the applicable Lenders at its Office in accordance with their Pro Rata Share. Payments of principal Dollars in funds immediately available at such Office, and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to each the applicable LenderLender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All Obligations are payable upon demand payments and prepayments to be made by the Parent or any Other Borrower in respect of Agent 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 absence applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other due date specified hereinthan 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. All fees payable 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 Financing Documents Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 Noon, New York time on any day 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower a Lender under any Financing Document Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, recoupment withholding, counterclaim or counterclaimother deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in lawful money respect of reimbursement obligations) shall be made in the currency in which the Letter #89365364v21 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 to the Lenders all payments received by it for the account of the United States and in immediately available fundsLenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. The balance Except as expressly contemplated by Section 4.01(c), all payments on account of the Obligations, as recorded in Agent’s books and records at any time, Revolving Credit Loans shall be conclusive distributed to the Lenders Pro Rata. If and binding evidence 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, reimbursement amounts, fees, expenses and other 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 duty to pay all amounts owing from the Borrowers hereunder or under any Financing other Loan Document. , each Lender will promptly xxxx any Notes “cancelled” and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinParent.

Payments Generally. Except as to the extent otherwise provided in this Section 2.6(c)herein, all payments of principal of and interest on Loans made in respect Dollars, and other amounts (other than the principal of and interest on Eurodollar Loans made in an Alternative Currency) payable by the Obligations Borrower under this Agreement and the Note shall be made in Dollars, and all payments of principal 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 (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 Eurodollar Loans denominated in an alternative Currency) on the date on which such payments shall become due (each such payment made after such time on such date to be deemed to have been made on the next succeeding Banking 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 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 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 that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may apply such payment as it may elect in its sole and absolute discretion (subject to Section 10.16). If the due date of any payment under this Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or under the Notes 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” a Bank shall be made paid promptly 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 accountsBank, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinBank's Lending Office.

Payments Generally. 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 make all outstanding payments required herein on the Payment Date. All payments shall be made directly to Lender. Except as otherwise expressly provided in this Section 2.6(c)herein or as may be otherwise required by Lender, all payments in respect of by the Obligations AR Customer or Borrower hereunder shall be made (a) to Agent for the account of the applicable Lenders Lender in accordance with their Pro Rata Share. Payments of principal U.S. dollars and interest in respect of any Credit Facility identified immediately available funds, (b) no later than 7:00 p.m. ET on the Credit Facility Schedule as “Term” shall be made date specified herein and (c) at the office of the Agent referenced in the Terms and Conditions or at a different place or to each applicable a different person if required by Lender. All Obligations are payable upon demand of payments received by Agent in the absence of any other due date specified herein. All fees payable under the Financing Documents after 7:00 p.m. ET shall be deemed non-refundable as of received on the date paidnext succeeding business day and any applicable interest or fee shall continue to accrue. Any If any payment required to be made to Agent by the AR Customer 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is come due on a day that is 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 a Business Daycovered by payments from the 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 is due the next Business Day “Payment Date”). Interest and additional fees or interestfees, as if applicable, shall continue to accrue until paidduring such Extension Period. All payments Borrower expressly authorizes Lender to be made initiate an Automated Clearing House (“ACH”) debit from the account designated by the Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of accordance with the 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 AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBITS) for all amounts due and owing by Borrower to Agent and Lenders by each Borrower absent manifest error; provided, however, that any failure to so record Lender under this Agreement on or any error in so recording shall not limit or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereofMaturity Date. In connection with such payments, it Borrower further agrees to complete the separate ACH transfer authorization (“ACH Authorization”) in the form attached as Exhibit E. This Agreement shall be deemed finaleffective as of the date first written above, binding and conclusive upon Borrower shall continue in all respects full force and effect until such time as the Loan has been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges or until such time as the parties may agree in writing to all matters reflected thereinterminate this Agreement. Each Obligor waives any statute of limitations applicable to this Agreement to the fullest extent permissible by law.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. 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 applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified 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 each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (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 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 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 lawful money of reliance thereon, make available a corresponding amount to the United States Person entitled thereto. If and to the extent that such payment was not in immediately available funds. The balance of fact made to the ObligationsAdministrative Agent in Same Day Funds, as recorded in Agent’s books and records at any timethen: (i) if the Borrower failed to make such payment, 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 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 forthwith on demand repay to the Administrative Agent shall fail the portion of such assumed payment that was made available to provide any such statement). Unless Borrower notifies Agent Lender in Same Day Funds, together with interest thereon in respect of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after each day from and including the date of receipt thereof, it shall be deemed final, binding 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 conclusive upon Borrower in all respects as to all matters reflected therein.- 90-

Payments Generally. Except All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as otherwise provided in this required by Section 2.6(c9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments in respect of the Obligations 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 for the account of the applicable Lenders at its Office in accordance with their Pro Rata Share. Payments of principal Dollars in funds immediately available at such Office, and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to each the applicable LenderLender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All Obligations are payable upon demand payments and prepayments to be made by the Parent or any Other Borrower in respect of Agent 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 absence applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other due date specified hereinthan 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. All fees payable 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 Financing Documents Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 Noon, New York time on any day 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower a Lender under any Financing Document Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, recoupment withholding, counterclaim or counterclaimother deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in lawful money respect of reimbursement obligations) shall be made in the currency 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 to the Lenders all payments received by it for the account of the United States and in immediately available fundsLenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. The balance Except as expressly contemplated by Section 4.01(c), all payments on account of the Obligations, as recorded in Agent’s books and records at any time, Revolving Credit Loans shall be conclusive distributed to the Lenders Pro Rata. If and binding evidence 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, reimbursement amounts, fees, expenses and other 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 duty to pay all amounts owing from the Borrowers hereunder or under any Financing other Loan Document. , each Lender will promptly xxxx any Notes “cancelled” and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinParent.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c), all payments in respect of Agreement or the Obligations Notes shall be made in United States Dollars in funds which are immediately available 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 Agent be deemed to have been made on the next succeeding Banking Day) at the JPMorgan Chase Office 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 In the absence of event that 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 becomes due at a time when no Revolving Credit Loans are then outstanding, the Borrowers shall deliver such payment to the Agent 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 debit or automated clearing house payment initiated by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender from any of Borrower’s deposit accountsLender, including as the Designated Funding Accountcase may be, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require so doing shall promptly notify the Agent. Subject to implement such debit or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off. Payments of principal and/or interest received after 12:00 noon New York time are considered received Section 12.16, the Borrowers shall, at the opening time of business on making each payment under this Agreement or the next Business Day. When a 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 that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may, subject to Section 12.16, apply such payment as it may elect in its sole discretion. If the due date of any payment under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the payment is due such date shall be extended to the next Business succeeding Banking Day and additional fees interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document Note for the account of a Lender shall be made without set-offpaid promptly to such Lender, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinLender's Lending Office.

Payments Generally. Except as otherwise provided in this Section 2.6(c)(a) All payments by the Borrower of principal, all payments in respect of the interest, fees and other Obligations shall be made (i) with respect to Agent 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 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 applicable Lenders Administrative Agent’s Office and in accordance with their Pro Rata Shareimmediately available funds not later than 2:00 p.m., Local Time, on the date specified herein. Payments 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., Local Time, shall (in the sole discretion of the Administrative Agent) be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Other than as specified herein, all payments under each Loan Document of principal and or interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” Loan (or of any breakage indemnity in respect of any Loan) shall be made to each applicable Lenderin Dollars. All Obligations are payable upon demand of Agent in the absence of (b) If 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is come due on a day that is not other than a Business Day, the payment is due shall be made on the next following Business Day Day, and additional fees such extension of time shall be reflected in computing interest or interestfees, as applicablethe case may be; provided that, shall continue to accrue until paid. All payments if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans or SOFR Loans to be made by Borrower under any Financing Document in the next succeeding calendar month, such payment shall be made without set-off, recoupment or counterclaim, in lawful money of on the United States and in immediately available fundspreceding Business Day. 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.94

Payments Generally. Except as otherwise provided in this Section 2.6(c), The 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 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 in respect of principal, interest, fees or other amounts due from the Obligations Borrowers in US Currency shall be payable by 12:00 noon, New York time, on the day when due 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 for at the account Applicable Location in US Currency in funds immediately available at the Applicable Location without setoff, counterclaim or other deduction of the applicable Lenders in accordance with their Pro Rata Shareany nature. Payments of principal All payments and interest prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrowers in any Credit Facility identified Other Currency shall be payable by 12:00 noon, London time, on the Credit Facility Schedule as “Term” day when due 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 each applicable Lender. All Obligations are payable upon demand of the Agent at the Applicable Location in such Other Currency in funds immediately available at the absence Applicable Location without setoff, counterclaim or other deduction of any other due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable as of the date paidnature. Any payment required to be made to Agent or a Lender under this Agreement may be made prepayment received (i) in US Currency by debit or automated clearing house payment initiated by the 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon noon, New York time are considered time, on any day shall be deemed to have been received at the opening of business on the next succeeding Business Day and (ii) in any Other Currency by the Agent or such Lender after 12:00 noon, London time, on any day shall be deemed to have been received on the next succeeding London Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor distribute 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 Lenders all such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing payments received by it from the basis for such objection) within ninety (90) days Borrowers as promptly as practicable after receipt by the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinAgent.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by Borrower under any Financing Document the Borrowers shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein and, except with respect to principal of and interest on Loans denominated in lawful money Euro, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in immediately available fundsSame Day Funds not later than 3:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in Euro 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 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 payments due under this Agreement be made in the 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 Euro payment amount. The balance 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 Obligations, as recorded Administrative Agent after 3:00 p.m. (or 3:00 p.m. London time in Agent’s books and records at any time, shall be conclusive and binding evidence the case 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 payments in so recording shall not limit or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objectionEuro) within ninety (90) days after the date of receipt thereof, it shall be deemed finalreceived on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) If any payment to be made by the Borrowers shall come due on a day other than a Business Day, binding payment shall be made on the next following Business Day, and conclusive upon Borrower such extension of time shall be reflected in all respects 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 all matters reflected therein.be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrowers 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 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 not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If 111 #95488248v20

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, in lawful money all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available fundsfunds not later than 12:00 noon on the date specified herein. The balance 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 Obligations, as recorded in Agent’s books and records at any time, Administrative Agent after 12:00 noon shall be conclusive deemed received on the next succeeding Business Day and binding evidence any applicable interest or fee shall continue to accrue. Without limiting the generality of this Section 2.12, on each date when the amounts payment of any principal, interest or fees are 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 duty to pay all amounts owing hereunder or under any Financing DocumentNote, 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. The Borrower hereby authorizes the Administrative Agent shall endeavor (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 with 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 monthly statement regarding day other than a Business Day, payment shall be made on the Credit Extensions 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 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 neither 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 nor in immediately available funds, then: 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 immediately available funds at the Federal Funds Rate from time to time in effect; and if any Lender failed to make such payment, such Lender shall have any liability if forthwith on demand pay to the Administrative Agent shall fail to provide any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis amount thereof in immediately available funds, together with interest thereon for such objection) within ninety (90) days after 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 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 receipt thereof, it interest applicable to the applicable Borrowing. Nothing herein shall be deemed finalto 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 subsection (c) shall be conclusive, binding absent manifest error. 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 conclusive upon such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in all respects 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 all matters reflected thereinsuch Lender, without interest if such funds shall be returned not later than the next following Business Day and with interest at a rate per annum equal to the 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 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 Committed Loan or purchase its participation. 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.

Payments Generally. (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 in this Section 2.6(c)herein, all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, interest on, or other amounts owing in respect of, the Obligations Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Collateral Agent for the account of the applicable Lenders in accordance with their Pro Rata SharePerson entitled thereto. Payments of principal and interest in respect of any Credit Facility identified on Except as otherwise expressly provided herein, all payments by the Credit Facility Schedule as “Term” Borrower hereunder shall be made to each applicable Lender. All Obligations are payable upon demand the Administrative Agent, for the account of Agent the respective Lenders to which such payment is owed, at the Corporate Trust Office in Dollars and in Same Day Funds not later than 12:00 noon New York City time on the absence of any other due date specified herein. The Administrative Agent will promptly distribute to each applicable 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 applicable Lending Office. All fees payable under payments received by the Financing Documents shall be deemed non-refundable as of the date paid. Any payment required to be made to Administrative 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York City time are considered shall in each case be deemed received at the opening of business on the next succeeding Business Day, in the Administrative Agent’s sole discretion, and any applicable interest or fee shall continue to accrue. When a (b) Except as otherwise provided herein, if any payment is to be made by the Borrower shall come due on a day that is not 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 that, if such extension would cause payment of interest on or principal to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments required to be made by it to the Administrative Agent hereunder, that the Borrower under any Financing Document 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 made without set-off, recoupment or counterclaimso required to), in lawful money of reliance thereon, make available a corresponding amount to the United States Person entitled thereto. If and to the extent that such payment was not in immediately available funds. The balance of fact made to the ObligationsAdministrative Agent in Same Day Funds, as recorded in Agent’s books and records at any timethen: (i) if the Borrower failed to make such payment, 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 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 forthwith on demand repay to the Administrative Agent shall fail the portion of such assumed payment that was made available to provide any such statement). Unless Borrower notifies Agent Lender in Same Day Funds, together with interest thereon in respect of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after each day from and including the date of receipt thereofsuch 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 Overnight Bank Funding Rate, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.plus any

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrower shall be made to 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 make 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 by 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 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 12:00 noon on the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder date when due. Without limiting the foregoing, Borrower shall tender to Agent in immediately available funds, free and Lenders clear of 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 defenses, rights of set-off, counterclaim, or withholding or deduction of taxes. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date may, in the discretion of the Lender, be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When a All such payments shall be made to the Lender at the Payment Office. If any payment is hereunder shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, interest thereon shall continue to accrue until paidbe made payable for the period of such extension. All payments to be made by Borrower under any Financing Document hereunder shall be made without setin Dollars. If the Borrower makes a payment under this Agreement to which withholding tax applies or if any taxes (other than taxes on net income imposed by any Governmental Authority and measured by the taxable income the Lender would have received if all payments under or in respect of this Agreement were exempt from taxes levied by such Governmental Authority) are at any time imposed on any payments under or in respect of this Agreement including, but not limited to, payments made pursuant to this Section 2.16, the Borrower shall 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 to Lender such additional amounts as will result in the Lender receiving the sum it would have received had no such deduction or withholding been made). Further, the Borrower shall also pay to the Lender, on demand, all additional amounts that the Lender specifies as necessary to preserve the after-off, recoupment or counterclaim, in lawful money of tax yield the United States and in immediately available fundsLender would have received if such taxes had not been imposed. The balance Borrower shall promptly provide the Lender with an original receipt or certified copy issued by the relevant authority evidencing the payment 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 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 any objection amount required to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereindeducted or withheld.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, in lawful money all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 noon, New York, New York time, on the date specified herein. The balance 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 ObligationsAdministrative Agent after 12:00 noon, as recorded in Agent’s books and records at any New York, New York time, shall be conclusive deemed received on the next succeeding Business Day and binding evidence any applicable interest or fee shall continue to accrue. (b) Subject to the definition of “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. (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 amounts Obligations shall be applied first to fees, second to accrued interest then due and owing 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 and Lenders prior to the date any payment is required to be made by each Borrower absent manifest error; provided, howeverit to the Administrative Agent hereunder, that any failure to so record or any error the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment in so recording accordance herewith and may (but shall not limit be so required to), in reliance thereon, make available a corresponding amount to the Lenders or otherwise affect any Borrower’s duty the L/C Issuer Issuers entitled thereto. If and to pay all amounts owing hereunder 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 such assumed payment that was made available to such Lender or under any Financing Document. Agent shall endeavor to provide Borrower the such L/C Issuer, as applicable in immediately available funds, together 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 interest thereon in respect of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after 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 receipt thereof, it shall be deemed final, binding the Federal Funds Rate from time to time in effect and conclusive upon Borrower a rate determined by the Administrative Agent in all respects as to all matters reflected thereinaccordance with banking industry rules on interbank compensation.

Payments Generally. (I) Except as otherwise provided in this Section 2.6(c)below, all payments in respect payments, including prepayments, of principal and interest on the Revolving Loans, of the Obligations Commitment Fee, the Letter of Credit Fees and of all other amounts to be paid by the Borrower under the Loan Documents (the Commitment Fee, the Letter of Credit Fees together with all of such other fees, being sometimes hereinafter collectively referred to as the "FEES") shall be made to Agent the Administrative Agent, prior to 1:00 p.m. on the date such payment is due, for the account of the applicable Lenders Credit Parties at the Payment Office, in accordance with their Pro Rata ShareDollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. 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 The failure of the date paid. Any payment required Borrower 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 make any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement payment by such debit or automated clearing house payment. These debits or automated clearing house payments time shall not constitute a set-off. Payments of principal and/or interest received Default, provided that such payment is made on such due date, but any such payment made after 12:00 noon New York time are considered received at the opening of business 1:00 p.m. on such due date shall be deemed to have been made on the next Business DayDay for the purpose of calculating interest on amounts outstanding on the Revolving Loans. When a As between the Borrower and each Credit Party, any payment is 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 pursuant to Sections 3.5, 3.6, 3.7, 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 payment is due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and additional fees or interest, as applicable, shall continue (except with respect to accrue until paid. All payments to be made by Borrower under any Financing Document in respect of the Fees) interest shall be made without set-offpayable at the applicable rate specified herein during such extension, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days next Business Day would be after the date of receipt thereofMaturity Date, it such payment shall instead be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereindue on the immediately preceding Business Day.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all All payments in respect of the Obligations principal, Prepayment Price, Redemption Price and Purchase Price of, and interest on, the Series 2020 D Bonds shall be 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 Agent for be made by or on behalf of the 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 __________________________________ (or to such other account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of any Credit Facility identified Purchaser as the Purchaser may specify by written notice to the Authority or the Trustee) not later than 3:30 p.m. New York, New York time, on the Credit Facility Schedule as “Term” shall be made to each applicable Lenderdate payment is due. All Obligations are payable upon demand of Agent in Any payment received by the absence of any other due date specified herein. All fees payable under the Financing Documents Purchaser after 3:30 p.m., New York, New York time, shall be deemed non-refundable as of to have been received by 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business Purchaser on the next Business Day. When a If any payment hereunder is due on a day that is not a Business Day, then such payment shall be 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 is due hereunder. If at any time insufficient funds are received by and available to the next Business Day Purchaser to pay fully all amounts of principal, interest and additional fees then due under the Series 2020 D Bonds or interesthereunder, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document such funds shall be made without set-offapplied first, recoupment to payment of that portion of the Required Payments constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Purchaser and amounts payable under Section 2.06) payable to the Purchaser, second, to payment of that portion of the Required Payments constituting accrued and unpaid interest on the Series 2020 D Bonds or counterclaimother amount unpaid hereunder (and, in lawful money any such case, first to past due interest and second to current interest), and third, to payment of that portion of the United States and in immediately available funds. The balance Required Payments constituting unpaid principal 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinSeries 2020 D Bonds.

Payments Generally. (i) Except as otherwise provided in this Section 2.6(c)below, all payments in respect payments, including prepayments, of principal and interest on the Loans, of the Obligations Commitment Fee, the Letter of Credit Fees and of all other amounts to be paid by the Borrower under the Loan Documents (the Commitment Fee and the Letter of Credit Fees, together with all of such other fees, being sometimes hereinafter collectively referred to as the "FEES") shall be made to Agent the Administrative Agent, prior to 1:00 p.m. on the date such payment is due, for the account of the applicable Lenders Credit Parties at the Payment Office, in accordance with their Pro Rata ShareDollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. 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 The failure of the date paid. Any payment required Borrower 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 make any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement payment by such debit or automated clearing house payment. These debits or automated clearing house payments time shall not constitute a set-off. Payments of principal and/or interest received Default, provided that such payment is made on such due date, but any such payment made after 12:00 noon New York time are considered received at the opening of business 1:00 p.m. on such due date shall be deemed to have been made on the next Business DayDay for the purpose of calculating interest on amounts outstanding on the Loans. When a As between the Borrower and each Credit Party, any payment is 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 pursuant to Sections 3.5, 3.6, 3.7, 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 payment is due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and additional fees or interest, as applicable, shall continue (except with respect to accrue until paid. All payments to be made by Borrower under any Financing Document in respect of the Fees) interest shall be made without set-offpayable at the applicable rate specified herein during such extension, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days next Business Day would be after the date of receipt thereofMaturity Date, it such payment shall instead be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereindue on the immediately preceding Business Day.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by Borrower under any Financing Document the Borrowers shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in Dollars 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 Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified 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 lawful money of like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the United States Administrative Agent (A) with respect to payments in Dollars, after 2:00 p.m. and (B) with respect to payments in immediately available funds. The balance of Foreign Currencies, after the Obligations, as recorded in Applicable Time specified by the Administrative 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 in 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall case be deemed final, binding received on the next succeeding Business Day and conclusive upon Borrower in all respects as any applicable interest or fee shall continue to all matters reflected thereinaccrue.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. 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 applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified 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 each case 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 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 that, if such extension would cause payment of interest on or principal of SOFR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. 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 lawful money 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 Same Day Funds, then: 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 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 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 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 interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lxxxxx 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 against any Lender as a result of any default by such Lender hereunder. A notice of the United States Administrative 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. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lxxxxx 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 immediately available fundsArticle 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 balance obligations of the ObligationsLenders 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, as recorded in Agent’s books and records at any time, no Lender shall be conclusive and binding evidence responsible for the failure of any other Lender to so make its Loan or purchase its participation. 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. 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 the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. 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 (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lxxxxx’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 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinLender.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all All payments and prepayments to be made by the Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from the Obligations Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., Los Angeles time, on the day when due 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 at such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to Agent for the account of the applicable Lenders Lender at such domestic account as it shall specify to the Borrower from time to time 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 paidfunds immediately available at such account. Any payment required to be made to Agent or a Lender under this Agreement may be made prepayment received by debit or automated clearing house payment initiated by the Administrative Agent or such Lender from after 11:00 a.m., Los Angeles time, on any of Borrower’s deposit accounts, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender day shall be deemed to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a The Administrative Agent shall distribute to the Lenders all such payments received by it from the 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 such payment on the same Business Day as such payment is due on a day that is not a Business Dayreceived (or deemed received) from the 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 due the next Business Day made. Upon termination of this Agreement and additional fees or payment in full of all principal, interest, as applicablefees, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States expenses 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 other amounts due and owing to Agent and Lenders by each from the 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 duty to pay all amounts owing hereunder or under any Financing other Loan Document, each Lender will promptly mark xxx Notes "cancelled" and forward them to the Administrative Agent for delivery to the Borrower. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions 39 48 (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statementb). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Payments Generally. 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 made to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of any each Credit Facility identified on the Credit Facility Schedule as “Term” shall be made to each applicable LenderLender 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 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, MARKED BY [***], HAS 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, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, in lawful money all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 noon, Chicago time, on the date specified herein. The balance 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 ObligationsAdministrative Agent after 12:00 noon, as recorded in Agent’s books and records at any Chicago time, shall be conclusive deemed received on the next succeeding Business Day and binding evidence any applicable interest or fee shall continue to accrue. Subject to the definition of “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 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. 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 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 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 Borrower 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 against any Lender as a result of any default by such Lender hereunder. A notice of the amounts due and Administrative Agent to any Lender with respect to any amount owing to Agent and Lenders by each Borrower under this subsection (d) shall be conclusive, absent manifest error; provided. 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, howeverand the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, that 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 to fund participations in Letters of Credit 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 record make its Loan or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Documentpurchase its participation. 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it Nothing herein shall be deemed final, binding and conclusive upon Borrower to obligate any Lender to obtain the funds for any Loan in all respects as any particular place or manner or to all matters reflected thereinconstitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document shall be made free and clear of any Liens and without set-offrestriction, condition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise provided below, in lawful money all payments made with respect to the Loans on each Payment Date shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 p.m. on the date specified herein. The balance Administrative Agent will promptly distribute to each Lender its pro rata share of the Obligationsprincipal 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 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 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 recorded in Agent’s books the case may be. Unless and records at any time, shall be conclusive and binding evidence until each of the amounts due and owing to Administrative Agent and Lenders by the Borrower receives written notice to the contrary from NY Green Bank, each of the Administrative Agent and the 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 duty to pay all amounts owing hereunder that are due and payable by it to Gaia Portfolio 2016 as a Lender under this Agreement directly to [***] or under any Financing Document. to such other account or Person designated by NY Green Bank, as may be notified to each of the Administrative Agent shall endeavor and the Borrower in writing from time 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after time by NY Green Bank until the date of receipt thereof, it by the Administrative Agent of the NY Green Bank Termination Notice. All amounts so paid shall be deemed final, binding and conclusive upon Borrower in all respects paid to Gaia Portfolio 2016 as to all matters reflected thereina Lender under this Agreement.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (except with respect to principal of, interest on, and other amounts relating to, Loans denominated in lawful money a Committed Currency) shall be made to the Paying Agent, for the account of the United States respective Lenders to which such payment is owed, at the Paying Agent's Office in Dollars and in immediately available fundsfunds not later than 2:00 p.m. on the date specified 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 not later than 2:00 p.m. on the date specified herein. The balance Paying 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 ObligationsPaying Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) 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 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 errorcase may be; provided, however, that any failure that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to so record be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any error in so recording Lender has notified the Paying Agent, prior to the 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 limit be so required to), in reliance thereon, make available a corresponding amount to the 44Person entitled thereto. 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 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 otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. (B) the cost of funds incurred by the Paying Agent shall endeavor to provide Borrower with a monthly statement regarding in respect of such amount in the Credit Extensions case of Loans denominated in Committed Currencies; and (but neither Agent nor ii) if any Lender failed to make such payment, such Lender shall have any liability if forthwith on demand pay to the Paying Agent shall fail to provide any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis amount thereof in immediately available funds, together with interest thereon for such objection) within ninety (90) days after the period from the date such amount was made available by the Paying Agent to the Borrower to the date such amount is recovered by the Paying Agent (the "Compensation Period") at a rate per annum equal to the higher of receipt thereof(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, it 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 pay such amount to the Paying 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 finalto 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, binding 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 conclusive upon 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, 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 respects amounts due and payable to the Agents and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Paying Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. 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 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 each of the Lenders hereby agree that 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 conversion or exchange; and provided further that the Borrower agrees to indemnify the Paying Agent and each Lender, and hold the Paying Agent and each Lender harmless, for any and all matters reflected therein.losses, costs and expenses incurred by the Paying Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.12(h). 2.13

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c)Agreement, all payments in respect of the Obligations Notes and the other Facility Documents shall be made in immediately available funds in Dollars (except that payments on Eurocurrency Loans denominated in an Alternative Currency shall be made in such Alternative Currency) without offset, deduction or withholding of any kind. 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 the Principal Office for the account of the applicable Lenders in accordance with their Pro Rata ShareLending Office of each Bank. Payments of principal and interest in respect 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 Credit Facility identified on the Credit Facility Schedule as “Term” shall be such payment that is not made by such time 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 ordinary deposit account 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 applicable Borrower with the Administrative Agent or such Lender from any of Borrower’s deposit accountsBank, including as the Designated Funding Accountcase may be, and any Bank so doing shall promptly notify the Administrative Agent. The applicable Borrower hereby authorizes Agent and shall, at the time of making each Lender to debit payment under this Agreement, any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent Note or any Lender may require other Facility Document, specify to implement the Administrative Agent the principal or other amount payable by such debit Borrower under this Agreement, such Note or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a such other Facility Document to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Administrative Agent may apply such payment as it may elect in its sole discretion but subject to Section 12.16). If the due date of any payment 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 payment is due such date shall be extended to the next Business succeeding Banking Day and additional fees or interestinterest shall be payable for any principal so extended for the period of such extension. Each payment received by the Administrative Agent hereunder, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Note or under any other 39 33 Facility Document for the account of a Bank shall be made without set-offpaid promptly to such Bank, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinBank's applicable Lending Office.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrower shall be made to 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 make 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 by 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 Agent or (i) in the case of payments denominated in Dollars, 1:00 p.m., New York City time and (ii) in the case of payments denominated in a Lender under this Agreement may be made by debit or automated clearing house payment initiated by Agent or Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such Lender from any of Borrower’s deposit accountscurrency, including in each case on the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder date when due. Without limiting the foregoing, 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 in immediately available funds, without set-offoff or counterclaim. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date may, in the discretion of the Administrative Agent, be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When 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 New York, New 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 2.14, 2.15 or 2.16 and 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. If any payment is hereunder shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicableinterest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, shall continue 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 accrue until paid. All make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower under any Financing Document hereunder in such currency shall instead be made without set-off, recoupment or counterclaim, when due in lawful money Dollars in an amount equal to the Dollar Amount (as of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereofrepayment) of such payment due, it shall be deemed final, binding and conclusive upon being the intention of the parties hereto that the Borrower in takes all respects as to all matters reflected thereinrisks of the imposition of any such currency control or exchange regulations.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by Borrower under any Financing Document the Borrowers shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, in lawful money all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars or the applicable Committed Currency and in immediately available fundsfunds not later than 2:00 p.m. on the date specified herein. The balance 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 ObligationsAdministrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) If any payment to be made by a 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 recorded in Agent’s books and records at any time, shall the case may 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 that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to so record 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 error in so recording 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 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 limit or otherwise affect any Borrower’s duty be so required to), in reliance thereon, make available a corresponding amount to pay all amounts owing hereunder or under any Financing Documentthe 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 endeavor forthwith on demand repay to provide Borrower the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with a monthly statement regarding interest thereon in respect of each day from and including the Credit Extensions 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 (but neither Agent nor ii) if any Lender failed to make such payment, such Lender shall have any liability if forthwith on demand pay to the Administrative Agent shall fail to provide any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis amount thereof in immediately available funds, together with interest thereon for such objection) within ninety (90) days after 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 receipt thereofthe 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, it 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 finalto 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, binding 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 conclusive upon 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 respects of such Borrower's accounts with such Lender any amount so due. (h) 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 the Agents and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. (i) To the extent that the Administrative Agent receives funds for application to the amounts owing by a Borrower 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 each of the Lenders hereby agree that 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 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 matters reflected therein.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 accordance with this Section 2.12(i). 2.13

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c)Agreement, all payments in respect of the Obligations Notes and the other Facility Documents shall be made by the Borrowers to the Agent at 1185 Avenue of the Americas, New Xxxx, XX 00000, xx xxxx xxxxx xxxxx xx Xxxxx xxy from time to time specify in writing in lawful currency of the United States of America in immediately available funds, without counterclaim or set off and free and clear of, and without deduction or 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 such due date to be deemed to have been made on the next succeeding Business Day) by, unless the Agent agrees to accept payment by other means, the debiting by the Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments Lending office of principal and interest in respect each Lender, of the amount of any Credit such payment from any ordinary deposit account of the Borrowers with the Agent. Cross Media shall, at the time of making each optional payment under this Agreement, any Note or any other Facility identified on Document, and in addition to any notice required by Section 2.08, specify to the Credit Agent the principal or other amount payable by the Borrowers under this Agreement, such Note or such other Facility Schedule as “Term” shall Document to which such payment is to be made to each applicable Lender. All Obligations are payable upon demand of Agent applied (and in the absence event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may apply such payment as provided in Section 10.04). If the due date 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 Agreement, 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 when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent Note 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due other Facility Document would otherwise fall on a day that which is not a Business Day, the payment is due such date shall be extended to the next succeeding Business Day (unless, in the case of a Libor Rate Loan, such extension would carry such due date into another calendar month, in which event such payment shall be due on the immediately preceding Business Day) and additional fees or interestinterest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Note or under any other Facility Document for the account of a Lender shall be made without set-offpaid promptly to such Lender, recoupment or counterclaim, in lawful money of the United States and in immediately available funds, for the account of such Lender's Lending Office. The balance of the Obligations, as recorded in Agent’s books and records at any time, All payments shall be conclusive applied first to the payment of all fees, expenses and binding evidence of the other amounts due the Agent and/or the Lenders (excluding principal and owing interest), then to Agent accrued interest, and Lenders by each Borrower absent manifest errorthe balance on account of outstanding principal; provided, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date occurrence of receipt thereofa Default or an Event of Default, it shall payments will be deemed final, binding and conclusive upon Borrower applied as set forth in all respects as to all matters reflected thereinSection 10.04.

Payments Generally. Except as otherwise provided Base Rent, all forms of Additional Rent (defined in this Section 2.6(c3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), all payments in respect of the Obligations shall (ii) be made payable to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of Landlord when due without any Credit Facility identified on the Credit Facility Schedule prior notice or demand therefor (except 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 provided 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, ) in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in immediately available funds. The balance Item 17 of the ObligationsBasic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant. No receipt of money by Landlord from Tenant after the termination of this Lease, as recorded in Agent’s books and records at the service of any timenotice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be conclusive and binding evidence deemed to be other than on account of the amounts due and owing to Agent and Lenders by each Borrower absent manifest error; providedfull amount otherwise due, however, that nor shall any failure to so record endorsement or statement on any check or any error in so recording letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall not limit be entitled to accept such payment without compromise or otherwise affect prejudice to any Borrower’s duty to pay all amounts owing of the rights of Landlord hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions Applicable Laws (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statementdefined in Section 6.3.1, below). Unless Borrower notifies Agent of any objection to any such statement In the event that the Commencement Date or the Expiration Date (specifically describing the basis for such objection) within ninety (90) days after or the date of receipt thereofany earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, it respectively, the Rent payable for such partial calendar month shall be deemed finalprorated based on a per diem basis. For purposes of this Lease, binding 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 Rent payable hereunder, except for Base Rent and conclusive upon Borrower except as otherwise specifically set forth herein, shall be payable in all respects as to all matters reflected thereinarrears within thirty (30) day of invoice by Landlord.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrowers shall be made obligated to 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 make 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 by the Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC/Acceptance Disbursements, or otherwise) 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 accountsat its offices in Boston, including the Designated Funding AccountMassachusetts, and Borrower hereby authorizes Agent and each Lender prior to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing3:00 p.m., 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business Boston, Massachusetts time, on the next Business Day. When a date when due (except that if any payment is shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, interest thereon shall continue to accrue until paidbe payable for the period of such extension). All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and 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 due to be paid by the Borrowers hereunder shall be made through the automatic 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 Borrowers hereunder, and the Borrowers hereby irrevocably authorize and direct the Lender to take such actions as may be necessary to effectuate such automatic funding of Base Rate Revolving Loans, and, upon funding of any such Base Rate Revolving Loan, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Loan. The balance Borrowers expressly acknowledge and 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 one or more of the Obligationsconditions to the funding of Revolving Loans cannot be satisfied and the Lender, as recorded in Agent’s books and records at its sole discretion, refuses to fund a Base Rate Revolving Loan in an amount sufficient to satisfy the amount of any timeinterest, shall be conclusive and binding evidence of the fees or other amounts due and owing to Agent and Lenders by each Borrower absent manifest error; providedhereunder, however, that any failure to so record or any error in so recording the Borrowers shall not limit or otherwise affect any Borrower’s duty remain obligated to pay all the full amount of such interest, fees or other amounts owing hereunder or under any Financing Document. Agent as and when the same 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinbecome due.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, in lawful money all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in immediately available fundsSame Day Funds not later than 2:00 p.m. New York time on the date specified herein. The balance 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 Obligations, as recorded in Agent’s books and records at any Administrative Agent after 2:00 p.m. New York time, shall in each case be conclusive deemed received on the next succeeding Business Day and binding evidence any applicable interest or fee shall continue to accrue. (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 date any payment is required to be made by it to the Administrative Agent hereunder for the account of any 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 extent 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 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 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) 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 the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. 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 such of the outstanding Loans or other Obligations then 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 duty to pay all amounts owing hereunder or under any Financing Documentsuch Lender. 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.Exhibit 10.1

Payments Generally. Except as otherwise provided in this Section 2.6(c), all All payments and prepayments to be made in respect of the Obligations shall be made payable prior to Agent for 3:00 p.m. (Mountain time) on the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect date when due without presentment, demand, protest or notice of any Credit Facility identified on kind, all of which are hereby expressly waived by 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 AccountCompany, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment counterclaim or counterclaimother deduction of any nature, and an action therefor shall immediately accrue. Such payments or prepayments of Obligations shall be made (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 lawful money of the United States U.S. dollars and in immediately available funds. The balance 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 ObligationsBusiness 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 recorded in Agent’s books the statement of the amount of principal, interest, and records at other Obligations owing under this Agreement, the Notes, and the other Loan Documents and shall be deemed 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. All payments hereunder and under any timeNote, including all amounts designated as principal prepayments, shall be conclusive credited first to interest, costs, and binding evidence of lawful charges then accrued and the amounts due and owing remainder to Agent and Lenders by each Borrower absent manifest error; provided, however, that principal as provided herein or in any failure to so record or any error in so recording shall not limit applicable Note or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower as CoBank in all respects as to all matters reflected thereinits sole discretion may determine.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrowers shall be made obligated to 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 make 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 by the Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) 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 accountsat its offices in Boston, including the Designated Funding AccountMassachusetts, and Borrower hereby authorizes Agent and each Lender prior to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing3:00 p.m., 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business Boston, Massachusetts time, on the next Business Day. When a date when due (except that if any payment is shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, interest thereon shall continue to accrue until paidbe payable for the period of such extension). All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and 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 due to be paid by the Borrowers hereunder shall be made through the automatic 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 Borrowers hereunder, and the Borrowers hereby irrevocably authorize and direct the Lender to take such actions as may be necessary to effectuate such automatic funding of Base Rate Revolving Loans, and, upon funding of any such Base Rate Revolving Loan, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Loan. The balance Borrowers expressly acknowledge and 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 one or more of the Obligationsconditions to the funding of Revolving Loans cannot be satisfied and the Lender, as recorded in Agent’s books and records at its sole discretion, refuses to fund a Base Rate Revolving Loan in an amount sufficient to satisfy the amount of any timeinterest, shall be conclusive and binding evidence of the fees or other amounts due and owing to Agent and Lenders by each Borrower absent manifest error; providedhereunder, however, that any failure to so record or any error in so recording the Borrowers shall not limit or otherwise affect any Borrower’s duty remain obligated to pay all the full amount of such interest, fees or other amounts owing hereunder or under any Financing Document. Agent as and when the same 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinbecome due.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c), all payments in respect of Agreement or the Obligations Notes shall be made in United States Dollars in funds which are immediately available 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 Agent be deemed to have been made on the next succeeding Banking Day) at the Chase Office for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal each Lender, 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 all such payments may be made by making 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 or automated clearing house the amount of any such payment initiated which is not made by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender from any of Borrower’s deposit accountsLender, including as the Designated Funding Accountcase may be, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require so doing shall promptly notify the Agent. Subject to implement such debit or automated clearing house paymentss. These debits or automated clearing house payments shall not constitute a set-off. Payments of principal and/or interest received after 12:00 noon New York time are considered received 11.16, the Borrowers shall, at the opening time of business on making each payment under this Agreement or the next Business Day. When a 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 that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may, subject to ss. 11.16, apply such payment as it may elect in its sole discretion. If the due date of any payment under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the payment is due such date shall be extended to the next Business succeeding Banking Day and additional fees interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document Note for the account of a Lender shall be made without set-offpaid promptly to such Lender, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinLender's Lending Office.

Payments Generally. Except as otherwise specifically provided in this Section 2.6(c)herein, all payments in respect of the Obligations hereunder shall be made to the Administrative Agent for in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's Office not later than 2:00 P.M. (Charlotte, North Carolina time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent 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 applicable Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms of this Agreement, the Administrative Agent shall distribute such payment to the Lenders in accordance with their Pro Rata Share. Payments of principal and interest such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to such Lenders, if any Credit Facility identified such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the Credit Facility Schedule as “Term” shall be made to each applicable Lender. All Obligations are payable upon demand end 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 AccountBusiness Day, and Borrower hereby authorizes otherwise the Administrative Agent and each Lender will distribute such payment to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a Whenever any payment is hereunder shall be stated to be due on a day that which is not a Business Day, the payment is due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and additional fees or interestFees for the period of such extension), as applicableexcept that in the case of Eurodollar Rate Loans, shall continue to accrue until paid. All payments if the extension would cause the payment to be made by Borrower under any Financing Document in the next following calendar month, then such payment shall instead be made on the immediately preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and Fees shall be made without set-offon the basis of actual number of days elapsed over a year of 360 days (or 365 or 366 days, recoupment or counterclaimas the case may be, in lawful money the case of the 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 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 statementBase Rate Loans). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after Interest shall accrue from and include the date of receipt thereofborrowing, it but shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinexclude the date of payment.

Payments Generally. Except as otherwise provided in this Section 2.6(c)below, all payments in respect payments, including prepayments, of principal and interest on the Loans, of the Obligations shall Commitment Fee, any Incremental Commitment Fee, any Incremental Upfront Fee and of all other amounts to be paid by the Borrower under the Loan Documents (the Commitment Fee, any Incremental Commitment Fee, and any Incremental Upfront Fee, any LC Fee and any LC Upfront Fee together with all such other fees, being sometimes hereinafter collectively referred to as the "Fees") shall, except as specified below, be made to Agent the Administrative Agent, prior to 1:00 p.m., Boston, Massachusetts time, on the date such payment is due, for the account of the applicable Lenders Credit Parties at the Payment Office, in accordance with their Pro Rata ShareDollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. 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 The failure of the date paid. Any payment required Borrower 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 make any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement payment by such debit or automated clearing house payment. These debits or automated clearing house payments time shall not constitute a set-off. Payments of principal and/or interest received Default, provided that such payment is made on such due date, but any such payment made after 12:00 noon New York time are considered received at the opening of business 1:00 p.m., Boston, Massachusetts time, on such due date shall be deemed to have been made on the next Business DayDay for the purpose of calculating interest on amounts outstanding on the Loans. When a As between the Borrower and each Credit Party, any payment is 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 pursuant to Sections 3.5, 3.6, 3.7, and 11.4, all Incremental Upfront Fees and all LC Upfront Fees 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 payment is due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and additional fees or interest, as applicable, shall continue (except with respect to accrue until paid. All payments to be made by Borrower under any Financing Document in respect of the Fees) interest shall be made without set-offpayable at the applicable rate specified herein during such extension, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days next Business Day would be after the maturity date of receipt thereofthe relevant Facility, it such payment shall instead be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereindue on the immediately preceding Business Day.

Payments Generally. Except as otherwise provided (a) All payments to the Administrative Agent or any Lender that is an Affiliate of the Administrative Agent shall be made to the Administrative Agent at the account designated in this Section 2.6(cwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). All payments made to any other Lender, all payments the Servicer, the Company, the Securities Intermediary or the Collateral Administrator (in the case of the Securities Intermediary and the Collateral Administrator, to the 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 and the Collateral Administrator. 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 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 Obligations Financings and the amounts payable to the Company. Within two (2) Business Days after each Calculation Date, the Administrative Agent shall be made deliver an invoice to the Company, the Collateral Agent for and the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest Collateral Administrator 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paidsuch Payment Date. All payments to the Administrative Agent not made for distribution to the Lenders shall be made as directed in writing by Borrower under any Financing Document the Administrative Agent. All payments hereunder to the Secured Parties shall be made without set-off, recoupment 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 lawful money the applicable Permitted Non-USD Currency of such Advance. All interest hereunder shall be computed on the basis of a year of 360 days (other than interest calculated at the Base Rate, which shall be calculated on the basis of a year of 365/366 days) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Except as otherwise set forth herein, all payments by or on behalf of the United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at any time, Company hereunder shall be conclusive and binding evidence made in accordance with the Priority 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinPayments.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (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 applicable Administrative Agent’s Office and in immediately available funds not later than 2:00 p.m., Local Time, on the date 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 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., Local Time, shall (in the sole discretion of the Administrative Agent) be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments under each Loan Document of principal or interest in respect of any Financing Loan (or of any breakage indemnity in respect of any Loan) shall be made 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 without set-offin Dollars. (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, recoupment payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or counterclaimfees, 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 calendar month, such payment shall be made on the immediately preceding Business Day. (c) 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 lawful money of reliance thereon, make available a corresponding amount to the United States Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds. The balance , 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 Obligations, as recorded Federal Funds Rate and a rate determined by the Administrative Agent 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 duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower accordance 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereofbanking industry rules on interbank compensation, it being understood that nothing herein shall be deemed finalto 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 payment, binding and conclusive upon Borrower such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in all respects as to all matters reflected therein.immediately available funds, -120- #96501157v12

Payments Generally. Except as otherwise provided in this Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.6(c2.15, 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., New York City time), on the date when due, in immediately available funds 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 Obligations 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 immediately available funds and in the Available Currency in which such Loan is denominated, 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 pursuant to the payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto 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 applicable Lenders in accordance with their Pro Rata Shareappropriate recipient promptly following receipt thereof. Payments of principal and interest in respect of If any Credit Facility identified on the Credit Facility Schedule as “Term” payment under any Loan Document 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document interest thereon shall be made without setpayable for the period of such extension. 007751-off, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.0138-14324-Active.18437309 #86412664v10

Payments Generally. Except All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as otherwise provided in this required by Section 2.6(c9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments in respect of the Obligations 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 for the account of the applicable Lenders at its Office in accordance with their Pro Rata Share. Payments of principal Dollars in funds immediately available at such Office, and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to each the applicable LenderLender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All Obligations are payable upon demand payments and prepayments to be made by the Parent or any Other Borrower in respect of Agent 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 absence applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (other due date specified hereinthan 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. All fees payable 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 Financing Documents Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 Noon, New York time on any day 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. 63 All payments to be made by Borrower a Lender under any Financing Document Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, recoupment withholding, counterclaim or counterclaimother deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in lawful money respect of reimbursement obligations) shall be made in the currency 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 to the Lenders all payments received by it for the account of the United States and in immediately available fundsLenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. The balance Except as expressly contemplated by Section 4.01(c), all payments on account of the Obligations, as recorded in Agent’s books and records at any time, Revolving Credit Loans shall be conclusive distributed to the Lenders Pro Rata. If and binding evidence 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, reimbursement amounts, fees, expenses and other 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 duty to pay all amounts owing from the Borrowers hereunder or under any Financing other Loan Document. , each Lender will promptly xxxx any Notes “cancelled” and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinParent.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c)Agreement, all payments in respect of the Obligations Note and the other Facility Documents shall be made by the Borrower to Agent Lender at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or such other place as Lender may from time to time specify in writing in lawful currency of the United States of America in immediately available funds, without counterclaim or set off and free and clear of, and without deduction or 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 such due date to be deemed to have been made on the next succeeding Business Day) by, unless Lender agrees to accept payment by other means, the debiting by Lender for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments Lending Office of principal and interest in respect Lender, of the amount of any Credit Facility identified on such payment from any ordinary deposit account of the Credit Facility Schedule as “Term” shall be made to each applicable Borrower with Lender. All Obligations are Borrower shall, at the time of making each optional prepayment under this Agreement, the Note or any other Facility Document, and in addition to any notice required by Section 2.08, specify to Lender the principal or other amount payable upon demand of Agent by the Borrower under this Agreement, the Note or such other Facility Document to which such payment is to be applied (and in the absence event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, Lender may apply such payment as provided in Section 10.04). If the due date 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 accountsAgreement, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent Note 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due other Facility Document would otherwise fall on a day that which is not a Business Day, the payment is due such date shall be extended to the next succeeding Business Day (unless, in the case of a Libor Rate Loan, such extension would carry such due date into another calendar month, in which event such payment shall be due on the immediately preceding Business Day) and additional fees interest shall be payable for any principal so extended for the period of such extension. Each payment received by Lender hereunder, under the Note or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing other Facility Document shall be made without set-offpaid promptly, recoupment or counterclaim, in lawful money of the United States and in immediately available funds, for the account of Lender's Lending Office. The balance of the Obligations, as recorded in Agent’s books and records at any time, All payments shall be conclusive applied first to the payment of all fees, expenses and binding evidence of the other amounts due the Lender (excluding principal and owing interest), then to Agent accrued and Lenders by each Borrower absent manifest errorunpaid interest, and the balance on account of outstanding principal; provided, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date occurrence and during the continuance of receipt thereofan Event of Default, it shall payments will be deemed final, binding and conclusive upon Borrower applied as set forth in all respects as to all matters reflected thereinSection 10.04.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document 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 shall be made to the Administrative Agent, recoupment for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in Dollars and in Same Day Funds not later than 11:00 a.m., San Francisco time, on the date specified herein. 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. All payments received by the Administrative Agent after 11:00 a.m., San Francisco time shall be deemed received on the next succeeding Business Day and any applicable interest or 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 definition of "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 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 lawful money 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 Same Day Funds, then: 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 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 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 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 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 against any Lender as a result of any default by such Lender hereunder. A notice of the United States and in immediately available funds. The balance of the Obligations, as recorded in Agent’s books and records at Administrative Agent to any time, Lender with respect to any amount owing under this subsection (d) shall be conclusive and binding evidence of the amounts due and owing to Agent and Lenders by each Borrower conclusive, absent manifest error; provided. 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, howeverand the conditions to Credit Extensions set forth in Article IV are not satisfied or waived in accordance with the terms hereof, that 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 to fund participations in Letters of Credit applicable to it, the obligations of each Term Lender hereunder with respect to its Term Loans, and the obligations of each Swap Counterparty hereunder to make Interest Rate Swaps 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 applicable 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 record make its Loan or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Documentpurchase its participation. 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it Nothing herein shall be deemed final, binding and conclusive upon Borrower to obligate any Lender to obtain the funds for any Loan in all respects as any particular place or manner or to all matters reflected thereinconstitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid4. All payments to be made by the Applicable Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. 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 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 Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in an 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 such 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, 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 a 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. 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 2:00 p.m., in lawful money the case of payments in Dollars, (ii) after the United States and Applicable Time specified by the Administrative Agent in immediately available funds. The balance the case of payments in an Alternative Currency or (iii) after the Obligations, as recorded applicable local time specified by the applicable Swingline Lender in Agent’s books and records at any timethe case of payments in a Subsidiary Currency, shall be conclusive and binding evidence of the amounts due and owing to Agent and Lenders by in 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall case be deemed final, binding received on the next succeeding Business Day and conclusive upon Borrower in all respects as any applicable interest or fee shall continue to all matters reflected thereinaccrue.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. 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 applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified 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 each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (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 that, if such extension would cause payment of interest on or principal of SOFR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) 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 lawful money of reliance thereon, make available a corresponding amount to the United States Person entitled thereto. If and to the extent that such payment was not in immediately available funds. The balance of fact made to the ObligationsAdministrative Agent in Same Day Funds, as recorded in Agent’s books and records at any timethen: (i) if the Borrower failed to make such payment, 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 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 forthwith on demand repay to the Administrative Agent shall fail the portion of such assumed payment that was made available to provide any such statement). Unless Borrower notifies Agent Lender in Same Day Funds, together with interest thereon in respect of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after each day from and including the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in all respects as Same Day Funds at the applicable Overnight Rate from time to all matters reflected therein.time in effect; and

Payments Generally. Except as otherwise provided All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in this Section 2.6(cwriting to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable), all payments . 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 Obligations Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest Payment Date, the Maturity Date and any Additional Distribution 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 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 not made to the Administrative Agent for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Agent for Section 3.03 hereof, all payments by 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 Company hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment setoff or counterclaim. All payments hereunder shall be made in U.S. dollars. All interest calculated using the LIBO 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 actual number of days elapsed (including the first day but excluding the last day). In connection with the confirmation of matters set forth in lawful money the definitions of the United States terms “Permitted Distribution” and in immediately available funds. The balance “Permitted Tax Distribution” for which its confirmation is required (and the definition of the Obligationsterm “Excess Interest Proceeds” as it relates thereto), as recorded in Agent’s books and records at any time, the Administrative Agent shall be conclusive and binding evidence of use commercially reasonable efforts to provide such confirmation (or the amounts due and owing lack thereof) to the Collateral 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 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 any objection to any such statement (specifically describing Collateral Administrator within the basis notice period for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinPermitted Distribution or Permitted Tax Distribution.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of The Borrower and the Obligations Canadian Borrowers shall be made obligated to 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 make 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 the Borrower or such Lender from any Canadian Borrower hereunder (whether of Borrower’s deposit accountsprincipal, including interest, fees or reimbursement of LC Disbursements, or otherwise) prior to 1:00 p.m. Boston, Massachusetts time, on the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder date when due. Without limiting the foregoing, 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 in immediately available funds, in U.S. Dollars, without set-offoff or counterclaim. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date may, in the discretion of the Agent, be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When a 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, 11.3 and subsection 2.3(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 is shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicableinterest thereon shall be payable for the period of such extension. Notwithstanding anything to the contrary set forth herein, shall continue subject to accrue until paid. All the conditions to the funding of Revolving Loans set forth herein, all payments of interest, fees and any other amounts due to be made paid by the Borrower under or any Financing Document Canadian Borrower hereunder shall be made without set-off, recoupment or counterclaim, through the automatic funding of Base Rate Revolving Loans in lawful money of the 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 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 owing the Borrower and each Canadian Borrower hereby irrevocably authorizes and directs the Agent to Agent and Lenders by each Borrower absent manifest error; providedtake such actions as may be necessary to effectuate such automatic funding of Base Rate Revolving Loans, howeverand, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s 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 upon funding of any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.Base Rate

Payments Generally. Except as otherwise provided in this Section 2.6(c), all All payments and prepayments to be made by the Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from the Obligations Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., Los Angeles time, on the day when due 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 at such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to Agent for the account of the applicable Lenders Lender at such domestic account as it shall specify to the Borrower from time to time 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 paidfunds immediately available at such account. Any payment required to be made to Agent or a Lender under this Agreement may be made prepayment received by debit or automated clearing house payment initiated by the Administrative Agent or such Lender from after 11:00 a.m., Los Angeles time, on any of Borrower’s deposit accounts, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender day shall be deemed to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a The Administrative Agent shall distribute to the Lenders all such payments received by it from the 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 such payment on the same Business Day as such payment is due on a day that is not a Business Dayreceived (or deemed received) from the 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 due the next Business Day made. Upon termination of this Agreement and additional fees or payment in full of all principal, interest, as applicablefees, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States expenses 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 other amounts due and owing to Agent and Lenders by each from the 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 duty to pay all amounts owing hereunder or under any Financing other Loan Document, each Lender will promptly mark xxx Notes "cancelled" and forward them to the Administrative Agent for delivery to the Borrower. Agent shall endeavor to provide Borrower with a monthly statement regarding the Credit Extensions 29 35 (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statementb). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.

Payments Generally. Except as otherwise provided in All payments under this Section 2.6(c), all payments in respect of Agreement or the Obligations Notes shall be made to Agent in United States Dollars in funds which are immediately available not later than 1:00 p.m. on the relevant dates specified herein at the JPMorgan Chase Office for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal each Lender and interest in respect of any Credit Facility identified payment made after such time on such due date will be deemed to have been made on the Credit Facility Schedule as “Term” shall be made next succeeding Banking Day. In the event that any payment (other than with respect 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 principal of the date paid. Any payment required to be made to Agent or a Lender 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 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 (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 debit or automated clearing house payment initiated by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender from any of Borrower’s deposit accountsLender, including as the Designated Funding Accountcase may be, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require so doing shall promptly notify the Agent. Subject to implement such debit or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off. Payments of principal and/or interest received after 12:00 noon New York time are considered received SECTION 11.16, the Borrowers shall, at the opening time of business on making each payment under this Agreement or the next Business Day. When a 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 that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may, subject to SECTION 11.16, apply such payment as it may elect in its sole discretion. If the due date of any payment under this Agreement or the Notes would otherwise fall on a day that which is not a Business Banking Day, the payment is due such date shall be extended to the next Business succeeding Banking Day and additional fees interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document Note for the account of a Lender shall be made without set-offpaid promptly to such Lender, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinLender's Lending Office.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by Borrower under any Financing Document the Borrowers shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder 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 for payment and in Same Day Funds not later than 2:00 p.m. on the date specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in any Alternative Currency, the Borrowers shall make such payment in Dollars 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, New York time), in lawful money the case of payments in Dollars, or (ii) after the United States Applicable Time in the case of payments in any Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (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 immediately available funds. The balance of the Obligationscomputing interest or fees, as recorded in the case may be. (c) Unless the Administrative Borrower has notified the Administrative Agent’s books and records at , prior to the date any time, shall payment is required to be conclusive and binding evidence made by it to the Administrative Agent hereunder for the account of the amounts due and owing to Agent and Lenders by each Borrower absent manifest error; provided, howeverany Lender or an L/C Issuer hereunder, that any failure to so record or any error in so recording 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 limit be so required to), in reliance thereon, make available a corresponding amount to such Lender or otherwise affect any Borrower’s duty L/C Issuer. If and 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 extent that such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.payment was

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations (a) Borrower shall be made to 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 make 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 by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements under Section 2.15, 2.16 or 2.17, or otherwise) prior 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 accounts10:00 am, including Denver time, on the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder date when due. Without limiting the foregoing, 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 in immediately available funds, without set-offoff or counterclaim. Payments of principal and/or interest Any amounts received after 12:00 noon New York such time are considered on any date may, in the discretion of Lender, be deemed to have been received at the opening of business on the next succeeding Business DayDay for purposes of calculating interest thereon. When a All such payments shall be made to Lender at its offices at 0000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxx 00000, except that payments pursuant to Section 8.03 shall be made directly to the Persons entitled thereto. Lender shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment is hereunder shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, interest thereon shall continue to accrue until paidbe payable for the period of such extension. All payments to be made by Borrower under any Financing Document hereunder shall be made without set-offin dollars. To effectuate any payment due under the Loan Documents, recoupment or counterclaim, Borrower hereby authorizes Lender to initiate debit entries to any deposit account of Borrower maintained with Lender and to debit the same to such account. This authorization to initiate debit entries shall remain in lawful money full force and effect until Lender has received notification of the United States its termination in such time and in immediately available fundssuch matter as to afford Lender a reasonable opportunity to act on it. The balance Borrower acknowledge (1) that such debit entries may cause an overdraft of the Obligationsany such account which may result in Lender’s refusal to honor items drawn on any such account until adequate deposits are made to such account, 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, (2) that any failure to so record or any error in so recording shall Lender is not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor duty or obligation to provide Borrower with initiate any debit entry for any purpose, and (3) that if a monthly statement regarding the Credit Extensions (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide debit is not made because any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing account does not have a sufficient available balance, or otherwise, the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall payment may be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinlate or past due.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations The Borrowers shall be made obligated to 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 make 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 by the Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) 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 accountsat its offices in Boston, including the Designated Funding AccountMassachusetts, and Borrower hereby authorizes Agent and each Lender prior to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing3:00 p.m., 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business Boston, Massachusetts time, on the next Business Day. When a date when due (except that if any payment is shall be due on a day that is not a Business Day, the date for payment is due shall be extended to the next succeeding Business Day and additional fees or Day, and, in the case of any payment accruing interest, as applicable, interest thereon shall continue to accrue until paidbe payable for the period of such extension). All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and 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 due to be paid by the Borrowers hereunder shall be made through the automatic funding of Base Rate Loans in amounts equal to the amounts of such interest, fees or other amounts due to be paid by the Borrowers hereunder, and the Borrowers hereby irrevocably authorize and direct the Lender to take such actions as may be necessary to effectuate such automatic funding of Base Rate Loans, and, upon funding of any such Base Rate Loan, the Borrowers' obligation to make such payment shall be discharged and replaced by the resulting Base Rate Loan. The balance Borrowers expressly acknowledge and 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 one or more of the Obligationsconditions to the funding of Loans cannot be satisfied and the Lender, as recorded in Agent’s books and records at its sole discretion, refuses to fund a Base Rate Loan in an amount sufficient to satisfy the amount of any timeinterest, shall be conclusive and binding evidence of the fees or other amounts due and owing to Agent and Lenders by each Borrower absent manifest error; providedhereunder, however, that any failure to so record or any error in so recording the Borrowers shall not limit or otherwise affect any Borrower’s duty remain obligated to pay all the full amount of such interest, fees or other amounts owing hereunder or under any Financing Document. Agent as and when the same 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinbecome due.

Payments Generally. Except All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other 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, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as otherwise provided in this required by Section 2.6(c9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments in respect of the Obligations 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 payment or prepayment received by the Administrative Agent after 12:00 o’clock Noon, New York time on any day shall be deemed to have been received on the next succeeding Business Day. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in respect of reimbursement obligations) shall be made in the currency 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 to the Lenders all payments received by it for the account of the applicable Lenders in accordance with their from any Borrower as promptly as practicable after receipt by the Administrative Agent. Except as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata ShareRata. Payments of principal If and interest in respect to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any Credit Facility identified such payment on the Credit Facility Schedule same Business Day as “Term” such payment is received (or deemed received) from such Borrower, the Administrative Agent shall be made pay to such Lender interest on such amount at the Federal Funds Effective Rate for each applicable Lenderday until such payment is made. All Obligations are payable upon demand Upon termination 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 and the expiration or automated clearing house cancellation of all Letters of Credit and payment initiated by Agent or such Lender from any in full of Borrower’s deposit accountsall principal, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicablereimbursement amounts, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-offfees, recoupment or counterclaim, in lawful money of the United States expenses 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 other 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 duty to pay all amounts owing from the Borrowers hereunder or under any Financing other Loan Document. , each Lender will promptly xxxx any Notes “cancelled” and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinParent.

Payments Generally. Except as otherwise provided in this Section 2.6(c)for payments and prepayments of Swing Line Advances, all payments and prepayments to be made by the Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from the Obligations Borrower hereunder or under any Loan Document shall be payable in Dollars at or prior to 12:00 o'clock noon, New York time, on the day when due 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 for the account of the applicable Lenders at its Office in accordance with their Pro Rata Share. Payments of principal Dollars in funds immediately available at such Office, and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” payments under SECTIONS 2.16 and 8.07 hereof shall be made to each applicable Lenderthe Agent at such domestic account as it shall specify to the Borrower from time to time in funds immediately available at such account. All Obligations are payable upon demand of Any payment or prepayment received by the Agent in the absence of after 12:00 o'clock noon, New York time, on any other due date specified herein. All fees payable under the Financing Documents day 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a payment is due on a day that is not a Business DayThe Borrower hereby irrevocably authorizes the Agent, without further action or authorization by or notice to the Borrower, to make payments to the Lenders of any amounts owing under this Section by debiting and automatically transferring any amounts from any account of Borrower now or hereafter established with Agent. The Borrower hereby irrevocably authorizes the Agent, without further action or authorization by or notice to the Borrower, to make payments of any amounts owing under this Section by debiting and automatically transferring any amounts from any account of Borrower now or hereafter established with Agent and for such purpose, the payment is due Borrower hereby appoints the next Business Day Agent as its agent and additional fees or interest, as applicable, shall continue to accrue until paidattorney-in-fact. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it Nothing contained herein shall be deemed finalto obligate the Agent at any time to make any such debit, binding and conclusive upon transfer and/or payment nor shall the Agent be liable to the Borrower in all respects as or any other Person for any such debit, transfer or payment or its failure or refusal at any time to all matters reflected thereindo so.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by the Borrower under any Financing Document shall be made free and clear of any Liens and without set-offrestriction, condition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise provided below, in lawful money all payments made with respect to the Loans on each Payment Date shall be made to the Administrative Agent, for the account of the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 p.m. on the date specified herein. The balance Administrative Agent will promptly distribute to each Lender its pro rata share of the Obligationsprincipal 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, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable 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 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 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 recorded in Agent’s books the case may be. Unless and records at any time, shall be conclusive and binding evidence until each of the amounts due and owing to Administrative Agent and Lenders by the Borrower receives written notice to the contrary from NY Green Bank, each of the Administrative Agent and the 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 duty to pay all amounts owing hereunder that are due and payable by it to Gaia Portfolio 2016-A as a Lender under this Agreement directly to [***] or under any Financing Document. to such other account or Person designated by NY Green Bank, as may be notified to each of the Administrative Agent shall endeavor and the Borrower in writing from time 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after time by NY Green Bank until the date of receipt thereof, it by the Administrative Agent of the NY Green Bank Termination Notice. All amounts so paid shall be deemed final, binding and conclusive upon Borrower in all respects paid to Gaia Portfolio 2016-A as to all matters reflected thereina Lender under this Agreement.

Payments Generally. (i) Except as otherwise provided in this Section 2.6(c)below, all payments in respect payments, including prepayments, of principal and interest on the Loans, of the Obligations Tranche A Commitment Fee, the Letter of Credit Fees and of all other amounts to be paid by the Borrower under the Loan Documents (the Tranche A Commitment Fee, the Letter of Credit Fees, together with all of such other fees, being sometimes hereinafter collectively referred to as the "FEES") shall be made to Agent the Administrative Agent, prior to 1:00 p.m. on the date such payment is due, for the account of the applicable Lenders Credit Parties at the Payment Office, in accordance with their Pro Rata ShareDollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. 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 The failure of the date paid. Any payment required Borrower 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 make any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, Borrower shall tender to Agent and Lenders any authorization forms as Agent or any Lender may require to implement payment by such debit or automated clearing house payment. These debits or automated clearing house payments time shall not constitute a set-off. Payments of principal and/or interest received Default, provided that such payment is made on such due date, but any such payment made after 12:00 noon New York time are considered received at the opening of business 1:00 p.m. on such due date shall be deemed to have been made on the next Business DayDay for the purpose of calculating interest on amounts outstanding on the Loans. When a As between the Borrower and each Credit Party, any payment is 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 pursuant 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 payment is due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and additional fees or interest, as applicable, shall continue (except with respect to accrue until paid. All payments to be made by Borrower under any Financing Document in respect of the Fees) interest shall be made without set-offpayable at the applicable rate specified herein during such extension, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days next Business Day would be after the date (i) with respect to Tranche A Loans and Letters of receipt thereofCredit, it the Tranche A Maturity Date and (ii) the Tranche C Loans, the Tranche C Maturity Date, such payment shall instead be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereindue on the immediately preceding Business Day.

Payments Generally. (i) Except as provided below, all payments, including prepayments, of principal and interest on the Revolving Loans, of the Facility Fee and of all other amounts to be paid by the Borrower under the Loan Documents (the Facility Fee, together with all of such other fees, being sometimes hereinafter collectively referred to as the "Fees") shall be made by the Borrower to the Administrative Agent at the applicable Agent Payment Office in funds immediately available to the Administrative Agent at such office by 12:00 noon (local time in the city in which such Agent Payment Office is located) on the due date for such payment without set-off, offset, recoupment or counterclaim. The failure of the Borrower to make any such payment by such time shall not constitute a default hereunder, provided that such payment is made on such due date, but any such payment made after 2:00 p.m. (local time in the city in which such payment is to be made in accordance with the terms hereof) on such due date shall be deemed to have been made on the next Business Day or Euro Business Day, as the case may be, for the purpose of calculating interest on amounts outstanding on the applicable Revolving 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 pursuant to Sections 3.5, 3.6, 3.7 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 which is not a Business Day or a Euro Business Day, as the case may be, the due date thereof (except as otherwise provided in this Section 2.6(c)herein) shall be extended to the next Business Day or Euro Business Day, all as the case may be, and (except with respect to payments in respect of the Obligations Fees) interest shall be made to Agent for the account of payable at 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 rate 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 herein during such Lender from any of Borrower’s deposit accountsextension, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 that, if such next Business Day or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding Euro Business Day, as the Credit Extensions (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide case may be, is after the Maturity Date, any such statement). Unless Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it payment shall be deemed finaldue on the immediately preceding Business Day or Euro Business Day, binding and conclusive upon Borrower in all respects as to all matters reflected thereinthe case may be.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by Borrower under any Financing Document the Borrowers of principal, interest, fees and other Obligations shall be absolute and unconditional and shall be made without set-off, recoupment condition or deduction for any counterclaim, in lawful money 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 the United States respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available fundsfunds not later than 12:00 p.m. New York time on the date specified herein. The balance 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 p.m. New York time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of “Interest Period”, if any payment to be made by the Borrowers 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 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 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 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 (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 Borrowers 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 Borrowers, and the 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 the Borrowers do not repay to the Administrative Agent such Lender’s Pro Rata Share of the ObligationsBorrowing within three (3) Business Days after such Borrowing, as recorded in Agentthe Administrative Agent shall have the right to recover such Lender’s books 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 receive any payments under Sections 2.05 , 2.07 or 2.08 hereof, and records at any time(y) for purposes of voting on or consenting to other matters with respect to this Agreement or the other Loan Documents, such Lender’s Commitment shall be conclusive deemed to be zero and binding evidence such Lender shall not be considered to be a Lender. A notice of the amounts due and Administrative Agent to any Lender or the Borrower Representative with respect to any amount owing to Agent and Lenders by each Borrower under this subsection (c) shall be conclusive, absent manifest error; provided. (d) The obligations of the Lenders hereunder to make 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, however, that and no Lender shall be responsible for the failure of any failure other Lender to so record make its Loan or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Documentpurchase its participation. 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein.2.13

Payments Generally. Except as otherwise provided in this Section 2.6(c), all All payments and prepayments to be made by any Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from any Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., Los Angeles time, on the Obligations day when due 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 at such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to Agent for the account of the applicable Lenders Lender at such domestic account as it shall specify to the Company from time to time 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 paidfunds immediately available at such account. Any payment required to be made to Agent or a Lender under this Agreement may be made prepayment received by debit or automated clearing house payment initiated by the Administrative Agent or such Lender from after 11:00 a.m., Los Angeles time, on any of Borrower’s deposit accounts, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender day shall be deemed to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest have been received after 12:00 noon New York time are considered received at the opening of business on the next succeeding Business Day. When a The Administrative Agent shall distribute to the Lenders all such payments received by it from any 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 such payment on the same Business Day as such payment is due on a day that is not a Business Dayreceived (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 due the next Business Day made. Upon termination of this Agreement and additional fees or payment in full of all principal, interest, as applicablefees, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States expenses 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 other amounts due and owing to Agent and Lenders by each from any 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 duty to pay all amounts owing hereunder or under any Financing other Loan Document. , each Lender will promptly xxxx its Notes "cancelled" and forward them to the Administrative Agent shall endeavor for delivery 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinCompany.

Payments Generally. 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 made without condition or deduction for any counterclaim, defense, recoupment or setoff by such Borrower Party. Except as otherwise expressly provided in this Section 2.6(c)herein, all payments in respect of by the Obligations Borrower Parties hereunder shall be made to Agent Administrative Agent, for the account of the applicable respective Lenders and Lender Groups to which such payment is owed, at Administrative Agent’s Office in accordance with their Pro Rata Share. Payments of principal Dollars and interest in respect of any Credit Facility identified Same Day Funds not later than 1:00 p.m. 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 Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Credit Agreement be made in the Financing Documents United States. Funds received by Administrative Agent after 1:00 p.m. shall be deemed non-refundable 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 date paidSwingline 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 received by Administrative Agent hereunder for the account of Lenders on the Obligations. Any Each payment required 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 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 when due. Without limiting the foregoing, Borrower Party 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is come due on a day that is not other than a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without seton the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Each Funding Agent agrees to use reasonable efforts to apply the amounts received in respect of such 4857-off, recoupment or counterclaim, in lawful money 3757-1665 v.17 repayments to the outstanding Loans of the United States and in immediately available funds. The balance Lenders members 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 its Lender Group so record or any error in so recording shall not limit or otherwise affect any Borrower’s 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinminimize broken funding payments payable pursuant to Section 4.05.

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to 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 when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. (a) All payments to be made by the Borrower under any Financing Document shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. 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 applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified 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 each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (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 next succeeding calen dar month, such payment shall be made on the immediately preceding Business Day. (c) 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 lawful money 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 Same Day Funds, then: (i) if the Borrower failed to make such payment, each Lender shall 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 United States 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 payment, such Lender shall forthwith on de mand pay to the Administrative Agent the amount thereof in immediately Same Day Funds, together with in terest thereon for the period from the date such amount was made available fundsby 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. The balance When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the Obligations, as recorded in applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s books demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and records the Borrower shall pay such amount to the Adminis trative Agent, together with interest thereon for the Compensation Period at any time, shall be conclusive and binding evidence a rate per annum equal to the rate of interest applicable to 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 duty to pay all amounts owing hereunder or under any Financing Documentapplicable Borrowing. 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it Nothing herein shall be deemed final, binding and conclusive upon to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower in all respects may have against any Lender as to all matters reflected therein.a result of any default by such Lender hereunder. -76-

Payments Generally. Except (a) The Company shall make each payment 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 otherwise provided 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 distributed like funds relating to the payment of principal or interest or fees to the Administrative Agent at the Administrative Agent’s Account or, with respect to payments made to the Issuing Bank, to the Issuing Bank at the Issuing Bank’s Account, and the Administrative Agent shall then cause to be distributed in like funds relating to the payment of principal or interest or fees (other than amounts payable pursuant to Section 2.12 or 9.04(b)) (according to the 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 amount payable to any such Lender to the Administrative Agent, and the Administrative Agent then shall 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 Register pursuant to Section 2.6(c9.05(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under any Note in respect of the Obligations shall be made interest assigned thereby to 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 Accountassignee thereunder, and Borrower hereby authorizes Agent the parties to such Assignment and each Lender Acceptance shall make all appropriate adjustments in such payments for periods prior to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the effective date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereindirectly between themselves.

Payments Generally. Except as to the extent otherwise provided in this Section 2.6(c)herein, all payments of principal of and interest on Loans made in respect Dollars, and other amounts (other than the principal of and interest on Eurodollar Loans made in an Alternative Currency) payable by the Obligations Borrower under this Agreement and the Notes shall be 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 Agent 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 is to repay any principal of an outstanding Loan in the same Currency, the 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 the Bank pursuant to this Section 2.12, as the case may be. The Bank 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 Bank. The Borrower shall, at the time of making each payment under this Agreement or the Notes, specify to the Bank 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 that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Bank may apply such payment as it may elect in its sole discretion (subject to Section 10. 16)). If the due date of any payment under this Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Bank hereunder or under any Note 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” Bank shall be made paid promptly 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 accountsBank, including the Designated Funding Account, and Borrower hereby authorizes Agent and each Lender to debit any such accounts for any amounts Borrower owes hereunder when due. Without limiting the foregoing, 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. Payments of principal and/or interest received after 12:00 noon New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower under any Financing Document shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. The balance , for the account 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 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 any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected thereinBank's Lending Office.