Common use of General Provisions as to Payments Clause in Contracts

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d2.7(e), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender Subject to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such dateSections 6.03 and 6.04, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect shall make each payment of principal of, or and interest on or other amounts owing in respect ofon, the Loans shall be made in Dollars pursuant to Advances and of fees hereunder without any set off, counterclaim or any deduction whatsoever, not later than 2:00 P.M. (Eastern time) on the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaimdate when due, in funds immediately available in New York City, the same Currency of such Advance to each Lender, the Administrative Agent or the Collateral Applicable Agent at its address referred to in Section 12.19.01. All payments hereunder or under the other Loan Documents The Administrative Agent will promptly distribute to the Lenders, Swingline Lender each such payment received on account of the Administrative Swing Advances and the Applicable Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall will promptly distribute to each applicable Lender its ratable share, if any, share of each such payment received hereunder by the Collateral such Applicable Agent for the account of such Lenders. All amounts owing under this Agreement (including commitment fees, payments required under Section 8.03, and payments required under Section 2.12(e) relating to any Advance denominated in Dollars, but not including principal of and interest on any Advance denominated in any Foreign Currency or payments relating to any such Advance required under Section 2.12(e), which are payable in such Foreign Currency) or under any other Loan Document (except to the Lenders without setoff extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Advance when due (whether at stated maturity, by acceleration, by mandatory prepayment or counterclaim. otherwise), the unpaid portion of such Advance shall, if such Advance is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if the Borrower shall fail to pay any interest on any Advance that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand. (b) Whenever any payment of principal of, or interest on, the Loans Base Rate Advances or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any other amount hereunder payment of principal of or interest on, the Index Euro-Dollar Advances or Eurocurrency Advances shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither no Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 12:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (d) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.2(e), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to the Administrative Agent until all such unsatisfied obligations are fully paid or (ii) hold any such amounts in a segregated account as cash collateral for, and for application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

General Provisions as to Payments. (a) The failure of any Lender to Each Borrower shall make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect each payment of principal of, or and interest on, Loans made to it and of fees hereunder owing by it, not later than (w) 12:00 Noon (New York City time) on or the date when due with respect to each Borrowing denominated in Dollars, (x) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Euro, (y) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Pounds Sterling and (z) 12:00 Noon (local time) on the date when due with respect to each Borrowing denominated in an Alternative Currency (other amounts owing than Euro and Pounds Sterling), in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, applicable currency in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents 11.01, except that each payment of principal of, and interest on, Swingline Loans shall be made to the Lendersapplicable Swingline Lender at its address referred to in Section 11.01. Each Borrower shall make each payment of principal of, and interest on, the Alternative Currency Loans owing by it in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been agreed by the Administrative Agent or and the Collateral Agent Company, except that each payment of principal of, and interest on, Swingline Loans shall be made not later than 1:00 p.m. (New York City time) on to the date when due. (c) applicable Swingline Lender at its address referred to in Section 11.01. In any event, all payments to be made by any Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Collateral Administrative Agent shall will promptly distribute to each Lender its ratable share, if any, share of each such payment received hereunder by the Collateral Administrative Agent for the account of the Lenders without setoff or counterclaimLenders. Whenever any payment of principal of, or interest on, the Loans denominated in Dollars or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any other amount hereunder payment of principal of, or interest on, the Term SOFR Loans, Daily Simple SOFR Loans or Alternative Currency Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. For the avoidance of doubt, the obligations of each Borrower hereunder are several and not joint, and no Borrower shall be liable for the obligations of another Borrower hereunder except (i) in the case of any Borrower that is also a Guarantor, to the extent expressly set forth in Article 10 or (ii) in the case of a merger or consolidation of a Borrower with and into another Borrower, the surviving Borrower shall automatically assume the obligations of the non-surviving Borrower hereunder. (b) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Xxxxxxxx has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (x) the applicable Borrower has not in fact made such payment; (y) the Administrative Agent has made a payment in excess of the amount paid by such Borrower (whether or not then owed); or (z) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

General Provisions as to Payments. (aEach payment hereunder shall be made without set-off, counterclaim or other deduction, in federal or other funds immediately available to the Administrative Agent at the address(es) The failure referred to in Section 6.01. Without limiting the foregoing, each Guarantor shall make all payments hereunder free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any Lender nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make any Loan such deduction or withholding. Subject to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any 3.01 of the Loan Documents Credit Agreement, if any such obligation (other than one arising in respect of principal ofExcluded Taxes) is imposed upon any Guarantor with respect to any amount payable by it hereunder, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant such Guarantor will pay to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be madeSecured Parties, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the applicable Secured Party or Parties to receive the same net amount which it or they would have received on such due date had no such obligation been imposed upon such Guarantor. The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account obligations of the Lenders without setoff Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Agreement. The obligations hereunder shall not be affected by any acts of any legislative body or counterclaim. Whenever governmental authority affecting any payment Borrower, any Guarantor or any Other Loan Party, including but not limited to, any restrictions on the conversion of principal ofcurrency or repatriation or control of funds or any total or partial expropriation of any Borrower’s property or the property of any Guarantor or any Other Loan Party, or interest onby economic, political, regulatory or other events in the Loans countries where any Borrower, any Guarantor or any other amount hereunder shall be due on a day which Other Loan Party is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended timelocated.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d2.7(c), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent pursuant to instructions provided to the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall will promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to Borrower shall make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect each payment of principal of, or and interest on, the Loan and of fees hereunder, not later than 11:00 A.M. (Winston-Salem, North Carolina time) on the date when due, in Federal or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York CityWinston-Salem, North Carolina, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.19.01. All payments hereunder or under the other Loan Documents Subject to the Lendersterms of Section 2.02(d), the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall will promptly distribute to each Lender Bank its ratable share, if any, share of each such payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Banks; provided that payments of interest shall be distributed by the Agent within three Domestic Business Days of the date such payment is received by the Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Loans Advances, Swing Line Advances or any other amount hereunder of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance, Swing Line Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance, Swing Line Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance, Swing Line Advance or fee relating thereto, the Borrower shall furnish any Bank, at such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The failure Each Fund shall make each payment of any Lender to make any Loan to be made by it principal and interest on the Funding Loans and all other amounts due hereunder not later than (i) 3:00 p.m. (Boston time) on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such datewhen due, neither Agent shall be responsible for the failure of any Lender to make any Loan, in Dollars and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on Federal or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York Cityavailable, to each Lender, the Administrative Agent or the Collateral Agent State Street at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim11.3. Whenever any payment of principal of, or interest on, the Funding Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless and interest shall accrue during such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Dayextension. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) All payments by a Fund hereunder and under any of the other Funding Loan Documents shall be made in Dollars without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Fund is compelled by law to make such deduction or withholding. If any such obligation is imposed upon a Fund with respect to any amount payable by it hereunder or under any of the other Funding Loan Documents, such Fund will pay to State Street, for the account of State Street, on the date on which such amount is due and payable hereunder or under such other Funding Loan Document, such additional amount in Dollars as shall be necessary to enable State Street to receive the same net amount which State Street would have received on such due date had no such obligation been imposed upon such Fund. To the extent received from the appropriate taxing authority, the applicable Fund will deliver promptly to State Street certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Fund hereunder or under such other Funding Loan Document.

General Provisions as to Payments. (a) The failure Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances hereunder, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon (New York time) on the day when due in Sterling to the Administrative Agent by deposit of such funds to the Administrative Agent’s Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.3, 2.18, 8.3, 8.4 or 10.3) to the Lenders for the account of their respective Eurocurrency Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to make any Loan such Lender for the account of its Eurocurrency Lending Office, in each case, to be made by it on applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein pursuant to Section 10.6(c), from and after the effective date specified therefor shall not relieve any other Lender of its obligation to make its Loan on in such dateAssignment and Acceptance, neither the Administrative Agent shall be responsible for make all payments hereunder and under the failure Notes in respect of any the interest assigned thereby to the Lender to make any Loanassignee thereunder, and no Lender the parties to such Assignment and Acceptance shall be responsible make all appropriate adjustments in such payments for the failure of any other Lender periods prior to make a Loan to be made by such other Lendereffective date directly between themselves. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant All computations of interest with respect to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans Advances shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, by the Administrative Agent on the basis of a year of 365 or 366 days, as the Collateral Agent under this Agreement or otherwise (includingcase may be, but not limited to, fees) and all other computations of interest based on the Eurocurrency Rate and of fees shall be paid to the Lenders, made by the Administrative Agent or on the Collateral Agent basis of a year of 360 days, in each case, for the account actual number of days (including the Person entitled theretofirst day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, Each determination by the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments of an interest rate hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when dueconclusive and binding for all purposes, absent manifest error. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, hereunder or interest on, under the Loans or any other amount hereunder Notes shall be stated to be due on a day which is not other than a Business Day, the date for such payment thereof shall be extended to made on the next succeeding Business Day unless Day, and such Business Day falls extension of time shall in another such case be included in the computation of payment of interest, fees or commissions, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Advances to be made in the next following calendar month, in which case the date for such payment thereof shall be made on the immediately next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date for any payment such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the cost of principal is extended funds incurred by operation the Administrative Agent in respect of law or otherwise, interest thereon shall be payable for such extended timeamount.

General Provisions as to Payments. Subject to Section 3.14 (Pro Rata Treatment) above, the Term Loan Facility Agent promptly shall distribute to each Term Lender its pro rata share of each payment of (a) The failure of any Lender principal and interest payable to make any Loan to be made by it the Term Lenders on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such dateTerm Loans, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments fees hereunder received by the Borrower pursuant to this Agreement or any of the Term Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Facility Agent for the account of the Person entitled thereto. All payments hereunder or Term Lenders and (c) any other amounts owing to the Term Lenders under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to Term Loans. The payments made for the account of each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent Term Lender shall be made and distributed to it for the account of its facility office set forth in the Common Terms Agreement. Each Term Lender shall have the right to alter its designated facility office upon written notice to the Term Loan Facility Agent, the Loan Parties and the Intercreditor Agent pursuant to Section 10.10 (Notices and Other Communications). (a) Where a sum is to be paid to a Term Lender under the Finance Documents or another party to this Agreement by another party to this Agreement that is primarily liable for such sum, the Term Loan Facility Agent shall not later than 1:00 p.m. be obliged to pay such sum to such other party (New York City timeor to enter into or perform any related exchange contract) until it has established to its satisfaction that it has received such sum. (b) If the Term Loan Facility Agent pays an amount to another party to this Agreement and it proves to be the case that the Term Loan Facility Agent had not actually received that amount for which another party to this Agreement is primarily liable, then the party to whom that amount (or the proceeds of any related exchange contract) was paid by the Term Loan Facility Agent shall on demand refund the same to the Term Loan Facility Agent together with interest on that amount from the date when dueof payment to the date of receipt by the Term Loan Facility Agent, calculated by the Term Loan Facility Agent to reflect its cost of funds. (c) The Collateral Term Loan Facility Agent shall promptly distribute to each Lender its ratable shareacknowledges and agrees that, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever notwithstanding any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended provision to the next succeeding Business Day unless such Business Day falls contrary in another calendar monthany Finance Document, in which case no event shall the date for payment thereof shall Term Lenders be obligated to pay any agency or other fee to the immediately preceding Business Day. If Term Loan Facility Agent even if the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended timeLoan Parties fail to do so.

General Provisions as to Payments. (a) The failure Borrower shall make each payment of any Lender to make any Loan to be made by it principal and interest on the Loans and of fees hereunder and all other amounts due hereunder not later than 3:00 p.m. (Boston, Massachusetts time) on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such datewhen due, neither Agent shall be responsible for the failure of any Lender to make any Loan, in Dollars and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on Federal or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York CityBoston, Massachusetts, to each Lender, the Administrative Agent or the Collateral Agent Bank at its address referred to in Section 12.19.01. All payments The Borrower hereby authorizes and irrevocably directs the Agent, at the Agent’s option at any time upon and following the due date for payment of any amounts under this Agreement or the other Loan Documents, and without any further notice to or consent of the Borrower, to debit any account of the Borrower with the Agent, the Custodian or State Street and apply amounts so debited toward the payment of any such amounts due and owing hereunder or under the other Loan Documents. Notwithstanding such authorization and direction, the Borrower further acknowledges and agrees that (i) the Agent shall have no obligation to so debit any such account and shall have no liability whatsoever to such Borrower for any failure to do so and (ii) the Borrower shall fully retain the obligation hereunder and under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date make all payments hereunder and thereunder when due. (c) . The Collateral Agent shall promptly distribute to each Lender Bank its ratable share, if any, share of each such payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaimBanks. Whenever Except as otherwise provided for in the definition of Interest Period, whenever any payment of principal of, or interest on, the Loans or any other amount hereunder of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless and interest shall accrue during such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Dayextension. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate. (c) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans and the Subordinated Notes shall be made in Dollars the applicable Eligible Currency pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Subordinated Noteholders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York Cityavailable, to each Lender, each Subordinated Noteholder, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or (i) the Collateral Agent and the Subordinated Noteholders shall be made not later than 1:00 p.m. (New York City time) on the date when due and (ii) to the Lenders or the Administrative Agent shall be made not later than 4:00 p.m. (New York time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended extended, by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d2.7(c), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Administrative Agent shall will promptly distribute to each Lender its ratable share, if any, of each any payment received hereunder by the Collateral Administrative Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure Subject to Section 4.16 (Pro Rata Treatment) above, the Working Capital Facility Agent promptly shall distribute to each Working Capital Lender, each Issuing Bank and each Swing Line Lender its share of any each payment of (i) principal and interest payable to such Working Capital Lender, Issuing Bank or Swing Line Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such dateLoans, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (bii) Except as otherwise provided in Section 2.7(d), all payments fees hereunder received by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Working Capital Facility Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Working Capital Lenders, the Administrative Agent Issuing Banks or the Collateral Agent Swing Line Lenders and (ii) any other Working Capital Obligations. The payments made for the account of each Working Capital Lender, each Issuing Bank and each Swing Line Lender shall be made and distributed to such Working Capital Lender, Issuing Bank or Swing Line Lender for the account of its facility office set forth on Schedule 11.10 (Addresses for Notices) hereto. Each Working Capital Lender, each Issuing Bank and each Swing Line Lender shall have the right to alter its designated facility office upon written notice to the Working Capital Facility Agent, the Loan Parties and the Intercreditor Agent pursuant to Section 11.10 (Notices and Other Communications). (b) Where a sum is to be paid to a Working Capital Lender, an Issuing Bank or a Swing Line Lender under the Finance Documents or another party to this Agreement by another party to this Agreement that is primarily liable for such sum, the Working Capital Facility Agent shall not later than 1:00 p.m. be obliged to pay such sum to such other party (New York City timeor to enter into or perform any related exchange contract) on the date when dueuntil it has established to its satisfaction that it has received such sum. (c) The Collateral If the Working Capital Facility Agent pays an amount to another party to this Agreement and it proves to be the case that the Working Capital Facility Agent had not actually received that amount for which another party to this Agreement is primarily liable, then the party to whom that amount (or the proceeds of any related exchange contract) was paid by the Working Capital Facility Agent shall promptly distribute on demand refund the same to each Lender its ratable share, if any, the Working Capital Facility Agent together with interest on that amount from the date of each payment received hereunder to the date of receipt by the Collateral Working Capital Facility Agent, calculated by the Working Capital Facility Agent for to reflect its cost of funds. (d) The Working Capital Facility Agent acknowledges and agrees that, notwithstanding any provision to the account of contrary in any Finance Document, in no event shall the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest onWorking Capital Lenders, the Loans Issuing Banks or the Swing Line Lenders be obligated to pay any agency or other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended fee to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case Working Capital Facility Agent even if the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended timeLoan Parties fail to do so.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended extended, by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure Except to the extent otherwise provided herein, all payments of any Lender to make any Loan principal, interest and other amounts to be made by it on Borrower under this Agreement, the date specified therefor shall not relieve Notes or any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans Document shall be made in Dollars pursuant Dollars, in immediately available funds, without setoff, deduction or counterclaim, to Agent at its Lending Office, not later than 11:00 a.m. on the Priority of Paymentsdate on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). All amounts payable to The parties agree that if Borrower makes any payment due hereunder after 11:00 a.m. but before 5:00 p.m. on the Lendersdate such payment is due, the Administrative Agent or the Collateral Agent such late payment shall not constitute a Default under this Agreement or otherwise Section 8.1. (includinga) but shall nevertheless for all other purposes, including but not limited to, fees) shall the calculation of interest, be deemed to have been paid to as of the Lenders, next succeeding Business Day as provided in the Administrative Agent or parenthetical phrase of the Collateral preceding sentence. Each payment received by Agent for the account of the Person entitled thereto. All payments hereunder a Lender under this Agreement or under the other Loan Documents any Note shall be madepaid to such Lender, without setoff or counterclaim, in funds by wire transfer of immediately available funds in New York Cityaccordance with the wiring instructions provided by such Lender to Agent from time to time, to each for the account of such Lender at the applicable Lending Office of such Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each Each payment received hereunder by the Collateral Agent for the account of Swingline Lender under this Agreement or the Lenders without setoff Swingline Note shall be paid to Swingline Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by Swingline Lender to the Agent from time to time. In the event Agent fails to pay such amounts to such Lender or counterclaimSwingline Lender, as the case may be, within one Business Day of receipt by Agent, Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds rate from time to time in effect. Whenever If the due date of any payment of principal of, or interest on, the Loans under this Agreement or any other amount hereunder shall be due Loan Document would otherwise fall on a day which is not a Business Day, the Day such date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, and interest thereon shall be payable for the period of such extended timeextension.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither no Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d2.7(e), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan 726098183 49 730008998.8 17559657 49 Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York Cityavailable, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.112.1 or other account as designated to the Borrower in writing. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless Day, even if such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to Each Borrower shall make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect each payment of principal of, or and interest on, Loans made to it and Letter of Credit Liabilities with respect to Letters of Credit requested by it and of fees hereunder owing by it, not later than (w) 12:00 Noon (New York City time) on or the date when due with respect to each Borrowing denominated in Dollars, (x) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Euro, (y) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Pounds Sterling and (z) 12:00 Noon (local time) on the date when due with respect to each Borrowing denominated in an Alternative Currency (other amounts owing than Euro and Pounds Sterling), in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, applicable currency in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents 11.01, except that each payment of principal of, and interest on, Swingline Loans shall be made to the Lendersapplicable Swingline Lender at its address referred to in Section 11.01. Each Borrower shall make each payment of principal of, and interest on, the Alternative Currency Loans owing by it in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been agreed by the Administrative Agent or and the Collateral Agent Company, except that each payment of principal of, and interest on, Swingline Loans shall be made not later than 1:00 p.m. (New York City time) on to the date when due. (c) applicable Swingline Lender at its address referred to in Section 11.01. In any event, all payments to be made by any Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Collateral Administrative Agent shall will promptly distribute to each Lender its ratable share, if any, share of each such payment received hereunder by the Collateral Administrative Agent for the account of the Lenders without setoff or counterclaimLenders. Whenever any payment of principal of, or interest on, the Loans or Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any other amount hereunder payment of principal of, or interest on, the Term SOFR Loans, Daily Simple SOFR Loans or Alternative Currency Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. For the avoidance of doubt, the obligations of each Borrower hereunder are several and not joint, and no Borrower shall be liable for the obligations of another Borrower hereunder except (i) in the case of any Borrower that is also a Guarantor, to the extent expressly set forth in Article 10 or (ii) in the case of a merger or consolidation of a Borrower with and into another Borrower, the surviving Borrower shall automatically assume the obligations of the non-surviving Borrower hereunder. (b) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Xxxxxxxx has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any Issuing Lender hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (x) the applicable Borrower has not in fact made such payment; (y) the Administrative Agent has made a payment in excess of the amount paid by such Borrower (whether or not then owed); or (z) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such Issuing Lender, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

General Provisions as to Payments. (a) The failure of any Lender to Borrower shall make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect each payment of principal of, or and interest on or other amounts owing in respect ofon, the Loans shall be made in Dollars pursuant to the Priority and of Payments. All amounts payable to the Lendersfees hereunder, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. 12:00 Noon (New York City time) on the date when due. (c) , in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 8.01. The Collateral Agent shall will promptly distribute to each Lender Bank its ratable share, if any, share of each such payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaimBanks. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Upon enforcement by the Agent of the Security Documents, the monies or other assets received by the Agent shall be applied by the Agent in the following order of priorities: first, to payment of the expenses of sale or other realization, including fees and disbursements of counsel, and all expenses, liabilities and advances incurred or made by the Agent in connection therewith, and any other unreimbursed expenses for which the Agent or any Bank is to be reimbursed pursuant to the Financing Documents; second, to the ratable payment of accrued but unpaid interest on the Loans and amendment fees payable hereunder; third, to the ratable payment of the unpaid principal amount of the Loans; fourth, to the ratable payment of all other amounts payable under the Financing Documents, until all such amounts shall have been paid in full; and finally, to payment to the Borrower, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining. The Agent may make distributions in cash or in kind or, on a ratable basis, in any combination thereof. (c) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan All payments to be made by it Borrower under this Agreement shall be made to Agent for value on the due date specified therefor shall not relieve and in immediately available funds to the account of Agent at 000 Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 or to the account of Agent at such other bank as Agent may from time to time designate. All payments of interest and principal, whether voluntary or involuntary, from whatever source, including payments by reason of liquidation or collateral, setoff, bankruptcy proceedings or otherwise, and whether received by Agent or any other Lender of its obligation to make its Loan on such datethe Banks, neither Agent shall be responsible for shared between the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other LenderBanks in accordance with their respective Pro Rata Shares. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Prime Loans or any other amount hereunder of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day unless such Day. Whenever any payment of principal of, or interest on, Eurocurrency Loans shall be due on a day which is not a Eurocurrency Business Day falls in another calendar monthDay, in which case the date for payment thereof shall be extended to the immediately next succeeding Eurocurrency Business Day, except that if the next succeeding Eurocurrency Business Day falls within a different calendar month, such payment shall be made on the next preceding Eurocurrency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon thereon, at the then applicable rate, shall be payable for such extended time. (c) All payments to be made by Borrower under this Agreement shall be made without setoff or counterclaim and without deduction for or on account of any present or future taxes or other charges unless Borrower is compelled by law to make payment subject to such tax or other charge. All such taxes or other charges shall be paid by Borrower for its own account prior to the date on which penalties attach thereto. Borrower will indemnify Agent and each of the Banks in respect of all such taxes and other charges. Should any such payment be subject to any tax or other charge, and the above provisions either cannot be effected or do not result in Agent or the Banks actually receiving and remaining beneficially entitled to and in possession of an amount equal to the full amount provided for hereunder, Borrower shall pay to Agent, for itself or for the benefit of the Banks, as the case may be, such additional amounts as may be necessary to ensure that Agent and each of the Banks receive and remain in possession of and beneficially entitled to (free from any liability in respect of any deduction, withholding or payment other than in respect of any tax on the overall net income of Agent or the Banks) a net amount equal to the full amount which it would have received and retained had payment not been subject to such tax or other charge. Borrower shall send to Agent or the Banks such certificates or certified copy receipts as Agent or Banks shall reasonably require as proof of the payment by Borrower of any taxes or other charges payable by Borrower as a result of the provisions of this Section 2.9(c).

General Provisions as to Payments. (a) The failure of any Lender Each Borrower shall make each payment hereunder (except with respect to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or on, and other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited relating to, fees) shall be paid to the LendersAdvances denominated in a Foreign Currency), the Administrative Agent irrespective of any right of counterclaim or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be madeset-off, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. 12:00 Noon (New York City time) on the day when due in US Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Administrative Agent or the Australian Sub-Agent, by deposit of such funds to the applicable Administrative Agent’s (or Australian Sub-Agent’s) Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.5(b), 2.18, 8.3, 8.4 or 10.3) 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 Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.15 or an extension of the Termination Date pursuant to Section 2.16, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein pursuant to Section 10.6(c), from and after the effective date when duespecified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (a) All computations of interest based on the Base Rate or the XXXXX Xxxx shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Canadian Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Term Benchmark Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fees or commissions, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Term Benchmark Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (c) The Collateral Unless the Administrative Agent shall promptly distribute have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Xxxxxxxx has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender its ratable shareon such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in full to the Administrative Agent, if anyeach Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at (i) the Federal Funds Rate in the case of each payment received hereunder Advances denominated in US Dollars or (ii) the cost of funds incurred by the Collateral Administrative Agent in respect of such amount in the case of Advances denominated in Foreign Currencies. (d) To the extent that the Administrative Agent receives funds for application to the account amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the 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 US Dollars or into a Foreign Currency or from US Dollars to a Foreign Currency or from a Foreign Currency to US 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 without setoff hereby agree that the Administrative Agent shall not be liable or counterclaim. Whenever responsible for any payment loss, cost or expense suffered by such Borrower or such Lender as a result of principal ofany conversion or exchange of currencies affected pursuant to this Section 2.12(e) or as a 48 result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further that the Borrowers agree to indemnify the Administrative Agent and each Lender, or interest onand hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Loans Administrative Agent or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date Lender for any payment conversion or exchange of principal is extended by operation of law currencies (or otherwise, interest thereon shall be payable for such extended timethe failure to convert or exchange any currencies) in accordance with this Section 2.12(e).

General Provisions as to Payments. (a) The failure of any Lender Each Borrower shall make each payment hereunder (except with respect to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or on, and other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited relating to, fees) shall be paid to the LendersAdvances denominated in a Foreign Currency), the Administrative Agent irrespective of any right of counterclaim or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be madeset-off, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. 12:00 Noon (New York City time) on the day when due in US Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Administrative Agent or the Australian Sub-Agent, by deposit of such funds to the applicable Administrative Agent’s (or Australian Sub-Agent’s) Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees NYDOCS02/1166703 51 or commissions ratably (other than amounts payable pursuant to Section 2.3, 2.5(b), 2.18, 8.3, 8.4 or 10.3) 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 Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.15 or an extension of the Termination Date pursuant to Section 2.16, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein pursuant to Section 10.6(c), from and after the effective date when duespecified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (a) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Canadian Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days and computations in respect of Competitive Bid Advances shall be made by the Administrative Agent as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, fees or commissions, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (c) The Collateral Unless the Administrative Agent shall promptly distribute have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender its ratable shareon such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in full to the Administrative Agent, if anyeach Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such NYDOCS02/1166703 52 amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at (i) the Federal Funds Rate in the case of each payment received hereunder Advances denominated in US Dollars or (ii) the cost of funds incurred by the Collateral Administrative Agent in respect of such amount in the case of Advances denominated in Foreign Currencies. (d) To the extent that the Administrative Agent receives funds for application to the account amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the 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 US Dollars or into a Foreign Currency or from US Dollars to a Foreign Currency or from a Foreign Currency to US 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 without setoff hereby agree that the Administrative Agent shall not be liable or counterclaim. Whenever responsible for any payment loss, cost or expense suffered by such Borrower or such Lender as a result of principal ofany conversion or exchange of currencies affected pursuant to this Section 2.12(e) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further that the Borrowers agree to indemnify the Administrative Agent and each Lender, or interest onand hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Loans Administrative Agent or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date Lender for any payment conversion or exchange of principal is extended by operation of law currencies (or otherwise, interest thereon shall be payable for such extended timethe failure to convert or exchange any currencies) in accordance with this Section 2.12(e).

General Provisions as to Payments. (a) The failure of any Lender to Borrower shall make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect each --------------------------------- payment of principal of, or and interest on or other amounts owing in respect ofon, the Loans shall be made in Dollars pursuant to the Priority and of Payments. All fees and all other amounts payable to the Lenders, the Administrative Agent or the Collateral Agent by Borrower under this Agreement or otherwise Agreement, not later than 12:00 noon (including, but not limited to, feesCentral time) shall be paid to on the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be madedate when due and payable, without setoff condition or deduction for any counterclaim, defense, recoupment or setoff, in Federal or other funds immediately available in New York CitySt. Louis, Missouri, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.18.05. All payments hereunder or under the other Loan Documents to the Lenders, received by the Administrative Agent or the Collateral Agent after 12:00 noon (Central time) shall be made not later than 1:00 p.m. (New York City time) deemed to have been received by the Administrative Agent on the date when due. (c) next succeeding Domestic Business Day. The Collateral Administrative Agent shall promptly will distribute to each Lender Bank in immediately available funds its ratable share, if any, Pro Rata Share of each such payment received hereunder by the Collateral Administrative Agent for the account of the Lenders without setoff Banks by 2:00 p.m. (Central time) on the day of receipt of such payment by the Administrative Agent if such payment is received by the Administrative Agent from Borrower by 12:00 noon (Central time) on such day or counterclaimby 12:00 noon (Central time) on the next succeeding Domestic Business Day if such payment is received by the Administrative Agent from Borrower after 12:00 noon (Central time) on such day. Any such payment owed by the Administrative Agent to any Bank which is not paid within the applicable time period shall bear interest until paid (payable by the Administrative Agent) at the Fed Funds Rate. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon thereon, at the then applicable rate, shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d2.7(c), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on on, or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the U.S. Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the U.S. Collateral Agent for the account of the Person entitled thereto. All amounts payable under this Agreement to the Lenders shall be paid to the Administrative Agent on their behalf. Except as provided in Section 11.4, all payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the U.S. Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the U.S. Collateral Agent shall be made not later than 1:00 2:00 p.m. (New York City time) on the date when due. (c) The U.S. Collateral Agent shall will promptly distribute to each Lender its ratable sharePercentage Share, if any, of each payment received hereunder by the U.S. Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d2.7(e), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars Dollarsthe applicable Eligible Currency pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (d) For the purposes of the Priority of Payments, any amounts on deposit in the applicable Collection Account denominated in any Eligible Currency shall be applied on any Quarterly Payment Date (i) first, to make payments in such Eligible Currency and (ii)

General Provisions as to Payments. (a) The failure of any Lender Each Borrower shall make each payment hereunder (except with respect to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or on, and other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited relating to, fees) shall be paid to the LendersAdvances denominated in a Foreign Currency), the Administrative Agent irrespective of any right of counterclaim or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be madeset-off, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. 12:00 Noon (New York City time) on the day when due in US Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Administrative Agent or the Australian Sub-Agent, by deposit of such funds to the applicable Administrative Agent’s (or Australian Sub-Agent’s) Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.5(b), 2.18, 8.3, 8.4 or 10.3) 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 Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.15 or an extension of the Termination Date pursuant to Section 2.16, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein pursuant to Section 10.6(c), from and after the effective date when duespecified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Canadian Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Foreign Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, hereunder or interest on, under the Loans or any other amount hereunder Notes shall be stated to be due on a day which is not other than a Business Day, the date for such payment thereof shall be extended to made on the next succeeding Business Day unless Day, and such Business Day falls extension of time shall in another such case be included in the computation of payment of interest, fees or commissions, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, in which case the date for such payment thereof shall be made on the immediately next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at (i) the Federal Funds Rate in the case of Advances denominated in US Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Foreign Currencies. (e) To the extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the 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 US Dollars or into a Foreign Currency or from US Dollars to a Foreign Currency or from a Foreign Currency to US 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 payment loss, cost or expense suffered by such Borrower or such Lender as a result of principal is extended any conversion or exchange of currencies affected pursuant to this Section 2.12(e) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further that the Borrowers agree to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by operation the Administrative Agent or any Lender for any conversion or exchange of law currencies (or otherwise, interest thereon shall be payable for such extended timethe failure to convert or exchange any currencies) in accordance with this Section 2.12(e).

General Provisions as to Payments. (a) The failure of any Lender to Each Borrower shall make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect each payment of principal of, or and interest on, Loans made to it and Letter of Credit Liabilities with respect to Letters of Credit requested by it and of fees hereunder owing by it, not later than (w) 12:00 Noon (New York City time) on or the date when due with respect to each Borrowing denominated in Dollars, (x) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Euro, (y) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Pounds Sterling and (z) 12:00 Noon (local time) on the date when due with respect to each Borrowing denominated in an Alternative Currency (other amounts owing than Euro and Pounds Sterling), in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, applicable currency in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents 11.01, except that each payment of principal of, and interest on, Swingline Loans shall be made to the Lendersapplicable Swingline Lender at its address referred to in Section 11.01. Each Borrower shall make each payment of principal of, and interest on, the Alternative Currency Loans owing by it in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been agreed by the Administrative Agent or and the Collateral Agent Company, except that each payment of principal of, and interest on, Swingline Loans shall be made not later than 1:00 p.m. (New York City time) on to the date when due. (c) applicable Swingline Lender at its address referred to in Section 11.01. In any event, all payments to be made by any Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or set‑off. The Collateral Administrative Agent shall will promptly distribute to each Lender its ratable share, if any, share of each such payment received hereunder by the Collateral Administrative Agent for the account of the Lenders without setoff or counterclaimLenders. Whenever any payment of principal of, or interest on, the Loans or Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any other amount hereunder payment of principal of, or interest on, the Euro-Currency Loans or EURIBOR Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. For the avoidance of doubt, the obligations of each Borrower hereunder are several and not joint, and no Borrower shall be liable for the obligations of another Borrower hereunder except (i) in the case of any Borrower that is also a Guarantor, to the extent expressly set forth in Article 10 or (ii) in the case of a merger or consolidation of a Borrower with and into another Borrower, the surviving Borrower shall automatically assume the obligations of the non-surviving Borrower hereunder. (b) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that any Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the applicable Overnight Rate.

General Provisions as to Payments. (a) The failure Except to the extent otherwise provided herein, all payments of any Lender to make any Loan principal, interest and other amounts to be made by it on Borrower under this Agreement, the date specified therefor shall not relieve Notes or any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans Document shall be made in Dollars pursuant Dollars, in immediately available funds, without setoff, deduction or counterclaim, to Agent at its Lending Office, not later than 11:00 a.m. on the Priority of Paymentsdate on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). All amounts payable to The parties agree that if Borrower makes any payment due hereunder after 11:00 a.m. but before 5:00 p.m. on the Lendersdate such payment is due, the Administrative Agent or the Collateral Agent such late payment shall not constitute a Default under this Agreement or otherwise Section 8.1. (includinga) but shall nevertheless for all other purposes, including but not limited to, fees) shall the calculation of interest, be deemed to have been paid to as of the Lenders, next succeeding Business Day as provided in the Administrative Agent or parenthetical phrase of the Collateral preceding sentence. Each payment received by Agent for the account of the Person entitled thereto. All payments hereunder a Lender under this Agreement or under the other Loan Documents any Note shall be madepaid to such Lender, without setoff or counterclaim, in funds by wire transfer of immediately available funds in New York Cityaccordance with the wiring instructions provided by such Lender to Agent from time to time, to each for the account of such Lender at the applicable Lending Office of such Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each Each payment received hereunder by the Collateral Agent for the account of Swingline Lender under this Agreement or the Lenders without setoff Swingline Note shall be paid to Swingline Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by Swingline Lender to the Agent from time to time. In the event Agent fails to pay such amounts to such Lender or counterclaimSwingline Lender, as the case may be, within one Business Day of receipt by Agent, Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Rate from time to time in effect. Whenever If the due date of any payment of principal of, or interest on, the Loans under this Agreement or any other amount hereunder shall be due Loan Document would otherwise fall on a day which is not a Business Day, the Day such date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, and interest thereon shall be payable for the period of such extended timeextension.

General Provisions as to Payments. (a) The failure Each payment of principal of and interest on any Loan shall be made in the currency in which such Loan was made. Each payment of any Lender to make any Loan to Bankers' Acceptance shall be made by it in Canadian Dollars. Each payment of principal of and interest on Loans denominated in Dollars or Canadian Dollars, of Bankers' Acceptances and of fees hereunder shall be made not later than 2:00 P.M. (Eastern Time) on the date specified therefor shall not relieve when due, in immediately available funds, to the Administrative Agent at the Payment Office. Each payment of principal of and interest on any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Alternative Currency Loans shall be made in Dollars pursuant to the Priority relevant Alternative Currency in such funds as may then be customary for the settlement of Payments. All amounts payable to international transactions in such Alternative Currency, for the Lenders, account of the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) at such time and Payment Office as shall be paid to the Lenders, have been notified by the Administrative Agent or to the Collateral relevant Borrower and Banks by at least two Business Days' notice. The Administrative Agent will promptly distribute to each Bank its ratable share (if any) of each such payment received by the Administrative Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaimBanks. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans or any other amount hereunder the Money Market LIBOR Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Business Day. Whenever any payment of principal of, or interest on, the Loans of any other Type or on Bankers' Acceptances shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the rate determined by the Administrative Agent to be its cost of funds (which determination shall be conclusive absent manifest error).

General Provisions as to Payments. (a) The failure Borrower shall make each payment in respect of the principal of and accrued interest on the Notes or any Lender other amount due to make the Lenders, under this Agreement or any Loan other Transaction Document, not later than 3:00 p.m., on the day when due, to the Lenders as provided in the Notes, or in such manner as instructed from time to time in writing by the Agent. All payments hereunder shall be made in United States Dollars by it on the date specified therefor shall not relieve any other Lender wire transfer of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lenderimmediately available funds. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or Whenever any payment (including principal of the Loan Documents in respect of principal of, or interest on the Notes or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, feesamount) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the any other Loan Documents Transaction Document shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when become due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest onotherwise would occur, the Loans or any other amount hereunder shall be due on a day which that is not a Business Day, the date for such payment thereof shall be extended to made on the next succeeding Business Day unless Day, and such Business Day falls extension of time shall in another calendar monthsuch case be included in the computation of such interest, or other amount, if applicable. (c) Lenders and the Agent are hereby authorized by Borrower to endorse on the schedule attached to each Notes (or on a continuation of such schedule attached to each such Note and made a part thereof), or otherwise to record in which case the internal records of the Lenders and/or the Agent, an appropriate notation evidencing the date for and amount of each payment thereof shall be the immediately preceding Business Day. If the date for any and prepayment of principal under such Note, each payment of principal is extended by operation interest on such Note, and other information with respect thereto, and any such recordation, absent manifest error, shall constitute prima facie evidence of law the accuracy of the information so recorded; provided, that the failure of the Agent or otherwiseany Lender to make such a notation or any error therein shall not affect the Obligations of Borrower, including the obligation of Borrower to repay all principal, interest thereon shall be payable for such extended timeand other charges in accordance with the terms of this Agreement and the Notes.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan All payments to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent Borrowers shall be responsible made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except with respect to principal of and interest on Loans denominated in an Alternative Currency, the failure of any Lender to Borrowers shall make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect each payment of principal of, or and interest on, Loans and Letter of Credit Liabilities and of fees hereunder, in Dollars not later than 11:00 A.M. (California local time) on the date when due, in federal or other amounts owing in respect ofimmediately available funds, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.19.01, without offset or counterclaim. All payments by the Borrowers hereunder or under the other Loan Documents with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the LendersAdministrative 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 immediately available funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent or the Collateral Agent shall may require that any payments due under this Agreement be made not later than 1:00 p.m. (New York City time) on in the date when due. (c) The Collateral United States. 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, and the Administrative Agent shall will promptly distribute to each Lender its ratable share, if any, share of each such payment received hereunder by the Collateral Administrative Agent for the account of the Lenders without setoff or counterclaimLenders, in Dollars and in the type of funds received by the Administrative Agent. Whenever any payment of principal of, or interest on, the Base Rate Loans or Letter of Credit Liabilities or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any other amount hereunder payment of principal of, or interest on, the Eurocurrency Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Lenders hereunder that the Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrowers shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate (or, in the case of any loan to be funded in any Alternative Currency as to which market practice differs from the foregoing, in accordance with such market practice).

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d2.7(c), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Administrative Agent shall will promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Administrative Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither no Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d) or (h), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender (or the Administrative Agent on each Lender's behalf) its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. The Borrowers shall --------------------------------- make each payment of principal of and interest on the Revolving Loans and of fees hereunder not later than 12:00 Noon (alocal time in Baltimore, Maryland) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such datewhen due, neither Agent shall be responsible for the failure of any Lender to make any Loanwithout set-off, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on counterclaim or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaimdeduction, in Federal or other funds immediately available in New York CityBaltimore, Maryland, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.19.01. All The Administrative Agent will promptly distribute such payments hereunder or under the other Loan Documents to the LendersBanks, or either of them, as shall be entitled thereto. The Borrowers hereby irrevocably authorize the Administrative Agent to deduct from the Operating Account at any time such amount as may then be necessary to pay Obligations then due and payable. If the Available Balance for any day is greater than $0 and the Administrative Agent does not deduct amounts from the Operating Account which are due and payable on such day pursuant to Sections 2.05(a), 2.06 or 2.07(b), such amounts shall become due and payable upon 5 days prior written notice to the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaimParent Company. Whenever any payment of principal of, or interest on, the Revolving Loans or any other amount hereunder Letter of Credit Liabilities or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each of the Obligations of the Borrowers hereunder is senior to the obligations of the Parent Company, General Technical Services, Inc. and GTS Instrument Services, Incorporated under a certain Convertible Debenture dated November 7, 1995 issued to BNFL Inc. in the principal amount of $10,000,000 and to any and all renewals and replacements thereof and modifications and amendments thereto.

General Provisions as to Payments. (a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither no Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to each Lender, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the Lenders, the Administrative Agent or the Collateral Agent shall be made not later than 1:00 p.m. (New York City time) on the date when due. (c) The Collateral Agent shall promptly distribute to each Lender (or the Administrative Agent on each Lender's behalf) its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.