Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, ’s Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day, at Administrative Agent’s sole discretion. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent Agent, at its sole discretion, shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For It is confirmed and acknowledged that no Permitted Loan Purchase (and the purchase price paid to any Lender in consideration of the purchase of such Lender’s Loans in connection therewith) and no cancellation or retirement of Loans acquired in any Permitted Loan Purchase shall constitute a payment or reduction of Loans or Obligations for purposes of this Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be 2.15 or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention provision of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governthis Agreement.

General Provisions Regarding Payments. (a) All payments by a Borrower Representative of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, ’s Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Representative on the next succeeding Business Day, at Administrative Agent’s sole discretion. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Loan Commitment fees hereunder. (f) Administrative Agent Agent, at its sole discretion, shall deem any payment by or on behalf of a Borrower Representative hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Representative and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, prepaid and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit FeeApplicable Prepayment Premium), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee Applicable Prepayment Premium then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 noon on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address address, as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (dc) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender of any Tranche makes Base Rate Loans in lieu of its Pro Rata Share Applicable Percentage of any LIBOR Rate LoansLoans of such Tranche, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Subject to the provisos proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds Same Day Funds prior to 12:00 noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made made, until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is be continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any the Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limitedObligations shall be applied: first, to all proceeds received by pay any Agent in respect of any salecosts, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursementsexpenses, indemnities, fees or premiums (including fees, charges and other amounts disbursements of counsel to the Administrative Agent, Arrangers and Other Agents) then due to Administrative Agent, Arrangers and payable to Other Agents under the Agents Credit Documents, until paid in full, (ii) , including, without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; second, ratably to pay interest any expenses or indemnities then due to any of the Lenders and payable in respect of Protective Advances the L/C Issuer under the Credit Documents, ratably among the Lenders and the L/C Issuer, until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.;

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, not later than noon (New York time) 3:00 p.m. on the date due via wire transfer of immediately available funds to Administrative Agent’s the Payment Account; funds not so received by the Administrative Agent after at or before that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not only be deemed to have been received by the Administrative Agent until on the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice Day (except to Lead Borrower the extent such delay in payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event available for distribution as of Default 3:00 p.m. on such Business Day in accordance with the terms of Section 8.01(a2.10 or 2.11). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (gb) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all All payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, andprincipal amount of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (vc) fifthThe Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the ratable payment of all other Obligations then due and payable until paid in fullextent received by the Administrative Agent. (hd) For purposes Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of Section 2.15(g) “paid time shall be included in full” means the computation of the payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceedinghereunder. (ie) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents The Administrative Agent shall be read together and construed, give prompt telephonic notice to the fullest extent possibleBorrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until the Borrower otherwise directs, the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be in concert with each other. In paid to the event Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governDeferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, not later than noon (New York time) 3:00 p.m. on the date due via wire transfer of immediately available funds to Administrative Agent’s the Payment Account; funds not so received by the Administrative Agent after at or before that time on such due date shall only be deemed to have been paid received by a Borrower the Administrative Agent on the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except to the extent such delay in payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Interest Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.11 or Section 2.12). Interest shall continue to accrue on any principal as to which a non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b) All payments in respect of the principal amount of any Loan the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default not made in accordance conformity with the terms of this Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full2.12. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, 's Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period"INTEREST PERIOD,” " whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(aSECTION 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 SECTION 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01SECTION 8.1, all payments or proceeds (whether or not proceeds of the Collateral) received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All Except as otherwise provided in Section 2.20, all payments by a each Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, ’s Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s AccountBanks; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a such Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender Bank at such address as such Lender Bank shall indicate in writing, such LenderBank’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” ”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (e) Each Borrower hereby authorizes Administrative Agent to charge such Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) Administrative Agent shall deem any payment by or on behalf of a each Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-non conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead such Borrower and each applicable Lender Bank (confirmed in writing) if any payment is non-non conforming. Any non-non conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-non conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent Obligations (except as expressly provided elsewhere in respect of any sale, any collection from, or other realization upon all or any part of the Collaterala Credit Document), shall be forwarded to the Administrative Agent and applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and Collateral Agent and their agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith, and all amounts for which the Administrative Agent or Collateral Agent is entitled to indemnification hereunder (each in its capacity as followsthe Administrative Agent or Collateral Agent, and not as a Bank) and all advances made by the Administrative Agent or Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent or Collateral Agent in connection with the exercise of any right or remedy hereunder or under any Credit Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Banks and the Bank Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (h) Currency of account: (i) firstSubject to paragraphs (ii) through (v) below, ratably to pay the Obligations in respect Base Currency is the currency of account and payment for any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then sum due and payable to the Agents until paid in full,from any Credit Party under any Credit Document. (ii) second, ratably to pay interest then A repayment of a Credit Extension or other Obligation or a part of a Credit Extension or other Obligation shall be made in the currency in which that Credit Extension or other Obligation is denominated on its due and payable in respect of Protective Advances until paid in full,date. (iii) third, ratably to pay principal Each payment of Protective Advances then due and interest shall be made in the currency in which the sum in respect of which the interest is payable until paid in full,was denominated when that interest accrued. (iv) fourth, ratably to pay the Obligations Each payment in respect of costs, expenses or Taxes shall be made in the Exit Fee then due and payable to Lenders with a Term Loan until paid currency in fullwhich the costs, andexpenses or Taxes are incurred. (v) fifth, Any amount expressed to be payable in a currency other than the ratable payment of all other Obligations then due and payable until Base Currency shall be paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceedingother currency. (i) In Change of currency (i) Unless otherwise prohibited by law, if more than one currency or currency unit are at the event same time recognized by the central bank of any country as the lawful currency of that country, then: (A) any reference in the Credit Documents to, and any Obligations arising under the Credit Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Administrative Agent (after consultation with Xerium); and (B) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent (acting reasonably). (ii) If a change in any currency of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Documentcountry occurs, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construedthis Agreement will, to the fullest extent possible, the Administrative Agent (acting reasonably and after consultation with Xerium) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, Relevant Interbank Market and otherwise to reflect the terms and provisions of Section 2.15(g) shall control and governchange in currency.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); provided that, prior to the Administrative Agent charging any such accounts, Administrative Agent shall provide Borrower with written notice of such charge. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time Subject to the terms of the Intercreditor Agreement, if an Application Event has of Default shall have occurred and is be continuing, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 9.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower the Issuer of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, same day funds without defense, recoupment, setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to Administrative the Agent not later than 12:00 p.m. (New York, New York time) on the date due to the Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Accountthe Holders; funds received by Administrative the Agent after that time on such due date shall be deemed to have been paid by a Borrower the Issuer on the next Business Day. (b) All payments prepayments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative The Agent shall promptly distribute to each Lender Holder at such address as such Lender Holder shall indicate in writing, such LenderHolder’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative the Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) Administrative The Agent shall deem any payment by or on behalf of a Borrower the Issuer hereunder that is not made in same day funds at or prior to noon 12:00 p.m. (New York, New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative the Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower Interest and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate applicable rate determined pursuant to Section 2.09 3.02(a) from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is continuing, or the maturity of the Obligations shall have not otherwise been accelerated pursuant to Section 8.01waived, all payments or proceeds received by any the Agent hereunder or under any Collateral Document in respect of any of the Obligations shall be applied first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent (including any costs and expenses related to foreclosure or realization upon, or protecting, Collateral) in its capacity as such, second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders and the other Indemnitees listed under Section 12.03 under the Note Documents, third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes, fourth, pro rata to pay the Change in Control Premium, the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant to Section 3.06(g), if any, on the Notes (including, for the avoidance of doubt, any Change in Control Premium, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 3.06(g) resulting from the prepayment of principal under clause fifth below), fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf of the Issuer at such time, sixth, pro rata to any other Obligations, including, but not limited, to all proceeds received by any Agent in respect of any saleand seventh, any collection fromexcess, or other realization upon after all or any part of the CollateralObligations shall have been Paid in Full in cash, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable paid to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullIssuer or as otherwise required by any Governmental Requirement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars or Euro, applicable, in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (Local Time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York timeLocal Time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, 8.1, (i) all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, Obligations of the U.S. Borrower (including, but not limitedwithout limitation, to all proceeds received by any each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, ) shall be applied applied, subject to the Intercreditor Agreement, in full or in part as follows: (i) firstby each of the Administrative Agent and the Collateral Agent against, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid U.S. Borrower in full, and (v) fifththe following order of priority: first, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due of the U.S. Borrower for the ratable benefit of the Lenders and payable until paid in full.the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; and (hii) For purposes all payments or proceeds received by Agents hereunder in respect of Section 2.15(gany of the Obligations of the European Borrower (including, without limitation, all proceeds received by each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral) “paid shall be applied, in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole full or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention by each of the parties hereto that both such priority provisions Administrative Agent and the Collateral Agent against, the Obligations of the European Borrower in such documents shall be read together and construedthe following order of priority: first, to the fullest extent possiblepayment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to be in concert with each other. In the event extent of any actualexcess of such proceeds, irreconcilable conflict that cannot to the payment of all other Obligations of the European Borrower for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be resolved lawfully entitled to receive the same or as aforesaid, the terms and provisions a court of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” Period as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts, if any, with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in such accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 2:00 p.m. (New York City time) on the date due to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt written notice (including by electronic mail) to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document Agents in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 8.2. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative AgentAgent not later than, 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds Same Day Funds prior to noon 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the account of the Administrative Agent, for the account of LendersCollateral Agent or a Lender, as applicable, not later than noon 3:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the account designated by each Agent or each Lender, as applicable, in writing to the Disbursement Account Bank. Funds received by the Administrative Agent’s Account; funds received by Administrative , the Collateral Agent or a Lender after that time on such due date shall be deemed to have been paid by a the Borrower on the next Business DayDay (except to the extent such delay in payment results solely from the Disbursement Account Bank’s failure to distribute funds on deposit in the Disbursement Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10). (ba) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect . (b) All payments of principal shall be applied to the Loans pro rata in reduction of the outstanding principal amount being repaid or prepaidthereof; provided, that the amount of any principal prepayment may be allocated among the Lenders in reduction of the outstanding principal amount of their Loans in such other manner as directed by the Administrative Agent in consultation with the Lenders. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative the Collateral Agent shall give effect thereto in apportioning payments received thereaftercalculating the amounts to be distributed to the Lenders by the Disbursement Account Bank pursuant to Section 2.10. (ed) Subject to the provisos proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent or any of the Administrative Agent’s Affiliates in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender the Lenders (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default not made in accordance conformity with the terms of this Section 8.01(a)2.11. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Interest Rate or the Default Rate determined pursuant to Section 2.09 Funding Rate, as applicable, from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments 8.1 or proceeds received by pursuant to any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the CollateralCollateral in connection with any exercise of remedies permitted hereunder, shall be applied in full under applicable Law or in part as follows: (i) firstunder the other Credit Documents, ratably to pay the Obligations all payments or proceeds received by Agents in respect of any fees (other than of the Exit Fee)Obligations, expense reimbursementsshall, indemnities, and other amounts then due and payable subject to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect provisions of the Exit Fee then due Closing Date Intercreditor Agreement and payable to Lenders any Alternative Facility Intercreditor Agreement, be applied in accordance with a Term Loan until paid the application arrangements described in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 8.2. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same day funds prior to noon 1:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead the relevant Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes Notwithstanding the foregoing provisions hereof, any mandatory or voluntary prepayment of Section 2.15(g) “paid the Tranche C Term Loans that results in full” means payment in cash the prepayment of all amounts owing under all, but not less than all, of the Loan Documents according outstanding Tranche C Term Loans prior to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention one year anniversary of the parties hereto Effective Date with the proceeds of new term loans (including, without limitation,any replacement term loans) under this Agreement the primary purpose of which is to result in an applicable margin that both is less than the Applicable Margin for Tranche C Term Loans as of the Effective Date may only be made if each Tranche C Term Loan Lender is paid a prepayment premium of 1.0% of the principal amount of such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governLender’s Tranche C Term Loans.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 noon on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address address, as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (dc) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender of any Tranche makes Base Rate Loans in lieu of its Pro Rata Share Applicable Percentage of any LIBOR Rate LoansLoans of such Tranche, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Subject to the provisos proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds Same Day Funds prior to 12:00 noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made made, until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is be continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any the Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limitedObligations shall be applied: first, to all proceeds received by pay any Agent in respect of any salecosts, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursementsexpenses, indemnities, fees or premiums (including fees, charges and other amounts disbursements of counsel to the Administrative Agent, Arrangers and Other Agents) then due to Administrative Agent, Arrangers and payable to Other Agents under the Agents Credit Documents, until paid in full, (ii) , including, without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; second, ratably to pay interest any expenses or indemnities then due to any of the Lenders and payable in respect of Protective Advances the L/C Issuer under the Credit Documents, ratably among the Lenders and the L/C Issuer, until paid in full, (iii) ; third, ratably to pay principal interest and fees due in respect of Protective Advances then due the Loans, L/C Obligations, L/C Borrowings and payable Letters of Credit, ratably among the Lenders and the L/C Issuer, until paid in full, (iv) ; fourth, ratably to pay the Obligations principal amount of all Loans and L/C Borrowings then outstanding, ratably among the Lenders and the L/C Issuer in respect of proportion to the Exit Fee then due and payable to Lenders with a Term Loan respective amounts, until paid in full, and (v) ; fifth, to the ratable payment Administrative Agent for the account of all the L/C Issuer, to Cash Collateralize at the Applicable Cash Collateralization Percentage that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit issued by the L/C Issuer; sixth, to pay ratably any other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under payable; and seventh, the Loan Documents according to the terms thereofbalance, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construedif any, to the fullest extent possible, to be in concert with each other. In Person lawfully entitled thereto (including the event applicable Credit Party or its successors or assigns) or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower the Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, Agent not later than 12:00 p.m. on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower the Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Lender, at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loansrequesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder[Reserved]. (f) The Administrative Agent shall deem any payment by or on behalf of a any Borrower hereunder that is not made in same day funds Same Day Funds prior to noon (New York time) 12:00 p.m. for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds and funds, (ii) the applicable next Business Day. Day and (iii) the date the Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conformingcharges the Loan Account for such funds. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on All amounts (including interest, fees, costs, expenses, or other amounts payable hereunder or under any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment other Credit Document) charged to the next succeeding applicable Business Day) Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the Default rate then applicable to Revolving Loans that are Base Rate determined pursuant to Section 2.09 from Loans (unless and until converted into Eurocurrency Rate Loans in accordance with the date such amount was due and payable until the date such amount is paid in fullterms of this Agreement). (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments 8.1 or proceeds received by pursuant to any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or Collateral Agent in respect of any of the Obligations shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 4.02 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes The Administrative Agent shall maintain an account on its books in the name of Section 2.15(geach applicable Borrowers (each, a “Loan Account”) “paid in full” means on which such Borrower will be charged with all Revolving Loans (including Swing Line Loans) made by the Administrative Agent, Swing Line Lender, or the Lenders to such Borrower or for such Borrower’s account, the Letters of Credit issued or arranged by any L/C Issuer for such Borrower’s account, and with all other payment in cash of all amounts owing Obligations hereunder or under the other Credit Documents, including, accrued interest, fees and expenses. In accordance with Section 2.13(i), the applicable Loan Documents according Account will be credited with all payments received by the Administrative Agent from the applicable Borrower or for the applicable Borrower’s account. The Administrative Agent shall make available to the terms thereofBorrower Representative statements on a monthly basis regarding the Loan Accounts, including loan fees, service fees, professional feesthe principal amount of the Revolving Loans, interest (accrued hereunder, fees accrued or charged hereunder or under the other Credit Documents, and specifically including any interest that accrues each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between each applicable Borrower and the Lenders unless, within 30 days after the commencement of an Insolvency Proceeding)Administrative Agent first makes such a statement available to the Borrower Representative, default interest, interest on interest, and expense reimbursements, regardless of whether the same would be Borrower Representative shall deliver to the Administrative Agent written objection thereto describing the error or is allowed or allowable errors contained in whole or in part as a claim in any such Insolvency Proceedingstatement. (i) In The Borrowers hereby authorize the event Administrative Agent, from time to time without prior notice to any Borrower, to charge to the Loan Account (A) on each Interest Payment Date, all interest accrued during the applicable period on the Revolving Loans hereunder, (B) on each L/C Fee Payment Date, all Letter of a direct conflict between Credit Fees accrued or chargeable hereunder during the priority provisions prior quarter, (C) as and when due and payable, all other fees payable hereunder or under any of Section 2.15(gthe other Credit Documents, and (D) and other provisions contained in if the Borrowers do not pay any other Loan Document, it is the intention payment obligations payable under any Credit Document within 30 days of the parties hereto date of the Borrower Representative’s receipt of written notice thereof, any amount of such other payment obligations; provided that both no error made by the Administrative Agent in so charging the Loan Account shall result in a Default or an Event of Default under this Agreement to the extent such priority provisions Default or Event of Default would not have occurred but for such error; provided further, that the 30-day period following the Borrower Representative’s receipt of written notice set forth in such documents the foregoing clause (D) shall not be applicable (and the Administrative Agent shall be read together and construed, entitled to immediately charge to the fullest extent possible, to be in concert with each other. In the event Loan Account) at any time that an Event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms Default has occurred and provisions of Section 2.15(g) shall control and governis continuing.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments 8.1 or proceeds received by pursuant to any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the CollateralCollateral in connection with any exercise of remedies permitted hereunder, shall be applied in full under applicable Law or in part as follows: (i) firstunder the other Credit Documents, ratably to pay the Obligations all payments or proceeds received by Agents in respect of any fees (other than of the Exit Fee)Obligations, expense reimbursementsshall, indemnities, and other amounts then due and payable subject to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect provisions of the Exit Fee then due Intercreditor Agreement and payable to Lenders any Other Intercreditor Agreement, be applied in accordance with a Term Loan until paid the application arrangements described in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 8.2. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of Lenders, not later than noon (New York time) to the Lenders or Administrative Agent’s Account; provided that payments required to be made directly to Issuing Bank shall be so made. For purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payment received in respect of any Loan on a date when interest or premium is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest and premium then due and payable before application to principal. (c) Administrative Agent (or an agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR LIBO Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) [Reserved] (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or the maturity of and the Obligations shall have been accelerated pursuant to Section 8.01become due and payable in full hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to including all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under for the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention ratable benefit of the parties hereto that both such priority provisions in such documents shall be read together Lenders and construedthe Lender Counterparties; and third, to the fullest extent possibleof any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be in concert with each other. In lawfully entitled to receive the event same or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, Agent not later than 12:00 p.m. (Boston time) on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders. For purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Commitment fees hereunder. (f) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York Boston time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a6.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.016.01, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same day funds prior to noon 1:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead the relevant Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder[Reserved.] (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, Obligations (including, but not limitedwithout limitation, to all proceeds received by any each of the Administrative Agent and the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, ) shall be applied applied, subject to the Intercreditor Agreement, in full or in part as follows: (i) firstby each of the Administrative Agent and the Collateral Agent against, ratably to pay the Obligations in respect the following order of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifthpriority: first, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each of the Administrative Agent and the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by each of the Administrative Agent and the Collateral Agent in connection therewith, and all amounts for which each of the Administrative Agent and the Collateral Agent is entitled to indemnification hereunder (in its capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) and all advances made by each of the Administrative Agent and the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by each of the Administrative Agent and the Collateral Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under for the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention ratable benefit of the parties hereto that both such priority provisions in such documents shall be read together Lenders and construedthe Lender Counterparties; and third, to the fullest extent possibleof any excess of such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be in concert with each other. In lawfully entitled to receive the event same or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Revolving Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Revolving Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Borrowers hereby authorize Administrative Agent to charge Borrowers' accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall (except for the purpose of Section 8.1(a)) not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Agent and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingbe continuing and not otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, Borrowers agree that Administrative Agent may, subject to the provisions of the Intercreditor Agreement, deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and all funds on deposit in any Cash Collateral Account and all other all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, includingshall, but not limited, subject to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part the provisions of the CollateralIntercreditor Agreement, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments made by a Borrower Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same-day funds, without defensewithout, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to Administrative Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Lenders or Administrative Agent’s Account, as applicable; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, prepaid and all other amounts any Prepayment Premium or Make-Whole Amount as applicable payable with respect to the principal amount being repaid or prepaidin connection therewith. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees (including any Commitment Fee) hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same same-day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming nonconforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming nonconforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.8 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuing, or the maturity of the Obligations not otherwise been waived and any remedy shall have been accelerated exercised pursuant to Section 8.018, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limitedObligations shall be applied first, to all proceeds received by pay any costs and expenses then due Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to Collateral Agent under the Credit Documents until paid in full, second, to pay any costs, expenses, indemnities, fees or premiums then due to Administrative Agent under the Credit Documents until paid in full, third, ratably to pay any expenses or indemnities then due to any of the Lenders under the Credit Documents, until paid in full, fourth, ratably to pay interest due in respect of the Loans until paid in full, fifth, ratably to pay any salePrepayment Premium and Make-Whole Amount then due to the Lenders under the Credit Documents until paid in full, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) firstand sixth, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment amount of all other Obligations Loans (applied to installments due thereunder in the inverse order of maturity) then due and payable outstanding until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon 12:00 p.m. (New York City time) on the date due at 1350 Avenue of the Americas, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx or via wire transfer of immediately available funds to Administrative Agent’s Accountthe account specified on Schedule or as otherwise noticed to Company from time to time; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Loan (other than pursuant to Section 2.14(c)) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time Subject to the Intercreditor Agreement, if an Application Event has of Default shall have occurred and is continuingContinuing, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, limited to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due in accordance with Section 2.14(b); and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construedthird, to the fullest extent possibleof any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be in concert with each other. In lawfully entitled to receive the event same or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments (including prepayments) to be made by a Borrower the Company under any Financing Document, including payments of principal, interestprincipal of and premium and interest on the Notes, fees, expenses and other Obligations indemnities, shall be made in Dollars without set-off or counterclaim and in immediately available funds, without defense, recoupment, setoff, or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever . If any payment to be made hereunder shall be stated to be becomes due and payable on a day that is not other than a Business Day, such payment shall be made on extended to the next succeeding Business DayDay and, and such extension with respect to payments of time principal, interest thereon shall be included payable at the then applicable rate during such extension. The Company shall make all payments in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day immediately available funds prior to noon each Lender's Payment Account before 11:00 A.M. (New York City time) to be a non-conforming paymenton the date when due. Any such Each payment shall not be deemed to have been received (including prepayments) by Administrative Agent until the later Company on account of (i) the time such funds become available funds principal of and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue interest on any Loans shall be made pro rata according to the respective outstanding principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date amounts of such payment to Class of Loans held by each Lender. All amounts payable by the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent Company hereunder or under any Collateral other Financing Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees paid when due (other than payments of principal and interest on the Exit FeeNotes, which shall bear interest as set forth therein) shall bear interest, payable on demand, for each day until paid at a rate per annum equal to 2% plus the then applicable rate of interest charged on such amounts under the Financing Documents (or, if the Financing Documents do not provide for any interest to be charged on such amounts, 2% plus the then applicable rate of interest charged on Working Capital Loans); provided, expense reimbursementsthat, indemnities, solely with respect to reimbursable expenses and other unscheduled amounts payable from time to time by the Company hereunder or under any other Financing Document, so long as no Event of Default is then in existence the interest provided for in this sentence with respect to any reimbursable expenses or other such unscheduled amounts shall not accrue until the lapse of three Business Days following the delivery by the Agent or any Lender to the Company of a statement, in reasonable detail, setting forth such then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all expenses or other Obligations then due and payable until paid in fullamounts. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon 3:00 p.m. (New York City time) on the date such payment is due and payable to Administrative Agent’s Account; funds . Funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit FeeMOIC, the Yield Maintenance Premium and all commitment fees and other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon (New York time) 3:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.2, all payments or proceeds received by any Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, limited to all proceeds received by any Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (hg) For purposes of Section 2.15(g2.12(f) (other than clause eighth of Section 2.12(f)), “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues accrued after the commencement of an any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of clause eighth of Section 2.12(f), “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or allowable disallowed in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower any Credit Party of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, ’s Principal Office for the account of Lenders. For purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower such Credit Party on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share pro rata share of all payments and prepayments of principal and interest due to such Lender hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Intentionally Omitted. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower any Credit Party hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-non conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-non conforming. Any non-non conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest If such non conforming payment is a payment of principal and constitutes an Event of Default in accordance with Section 8.1(a), interest shall continue to accrue on any principal as to which a non-non conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate Rate, determined pursuant to Section 2.09 2.10, from the date such principal amount was due and payable until the date such principal amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been cured or waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the ObligationsObligations (including, but not limited to, Obligations arising under any Interest Rate Agreement or Currency Agreement that are owing to any Lender or Lender Counterparty), including, but not limited, limited to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) to the extent no longer contingent and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due and payable until paid for the ratable benefit of the Lenders (in full. (h) For purposes of accordance with Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding2.15(b), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together Lender Counterparties; and construedthird, to the fullest extent possibleof any excess of such proceeds, to the payment to or upon the order of Borrower or to whosoever may be in concert with each other. In lawfully entitled to receive the event same or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower Issuer of principal, interest, fees, Minimum Note Redemption Price, IPO Conversion Price or Sale of Company Conversion Price and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lendersapplicable Investor, not later than noon (New York time) 11:00 a.m. to Administrative Agentsuch Investor’s AccountDesignated Payment Account on the date due or specified, without presentation or surrender of any Note or the making of any notation thereon, except upon the written request of Issuer made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each Investor shall surrender such Note for cancellation, reasonably promptly after such request, to Issuer; funds received by Administrative Agent an Investor after that time on such due date shall be deemed to have been paid by a Borrower Issuer on the next Business Day. (b) All payments (other than exchanges of the Notes for PubCo Notes pursuant to Section 2.8(a)) in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidrepaid, the Exit Feeany Make-Whole Premium payable in accordance with this Agreement (if applicable), and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (gd) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by Collateral Agent or any Agent Investor hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, limited to all proceeds received by any Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Feeany Make-Whole Premium), expense reimbursements, indemnities, indemnities and other amounts then due and payable to the Agents Collateral Agent until paid in full, (ii) ; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee any fees (other than Make-Whole Premium) and indemnities then due and payable to Lenders with a Term Loan the Investors until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.;

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, premium, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. All payments of interest on the Notes shall be paid to the persons in whose names such Notes are registered on the Security Register at the close of business on the date fifteen (15) calendar days immediately preceding the related Interest Payment Date (the “Regular Record Date”) and all payments of principal on the Notes shall be paid to the persons in whose names such Notes are registered on the applicable Liquidity Event Payment Date or at the Stated Maturity Date, as applicable. Payments of principal (including Capitalized Interest) on any Note (other than on a Liquidity Event Payment Date as set forth in Section 9.06) shall be payable without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Borrowers made concurrently with or reasonably promptly after payment or prepayment in full of any Note, the Lenders shall surrender such Note for cancellation reasonably promptly after any such request, to the Borrowers at their principal executive office. Payments of interest on Notes shall be made, in accordance with this Agreement and delivered subject to Administrative Agentapplicable laws and regulations, by check mailed on or before the due date for such payment to the Person entitled thereto at such Person’s address appearing on the Security Register or by wire transfer to such account as any Lender shall designate by written instructions received by any Borrower no less than 15 days prior to any applicable Interest Payment Date, which wire instruction shall continue in effect until such time as such Lender otherwise notifies the Borrowers or such Lender no longer is the registered owner of Lenders, such Note or Notes. All payments shall be made not later than noon 3:00 p.m. (New York City time) to Administrative Agent’s Accounton the date due; funds received by Administrative Agent any Lender after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next succeeding Business Day. Until the Borrowers receive instructions to the contrary, all payments to the Purchaser shall be made at the address specified in Section 12.01. (b) Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in the Notes that the notice of any optional redemption specify a Business Day as the date fixed for such redemption), any payment of principal of, or premium or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. (bc) All payments in respect of the principal amount of any Loan Note shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Note on a date when interest is due and payable with respect to the principal amount being repaid or prepaid. (csuch Note) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, be applied to the extent received by Administrative Agentpayment of interest before application to principal. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected A Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower the Borrowers hereunder that is not made in same day funds prior to noon (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent such Lender until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent The applicable Lender shall give prompt telephonic notice to Lead Borrower and each applicable Lender the Borrowers if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 plus the interest rate stated on the Note from the date such amount was due and payable until the date such amount is paid in full. (ge) At any time an Application Event has occurred All payments by Borrowers of principal, premium, interest, fees and is continuing, or the maturity of the other Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of be made on a pro rata basis among the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullLenders. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower any Credit Party of principal, interest, fees, fees and other Obligations (other than the APLP Obligations) shall be made in Dollars or Canadian Dollars, as applicable, in immediately available fundsSame Day Funds, without reduction, defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and and, except as otherwise required herein, delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans Loans, in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds Same Day Funds prior to noon 3:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.11 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations (other than the APLP Obligations) shall have been accelerated pursuant to Section 8.01, all payments 8.1 or proceeds received by pursuant to any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by Administrative Agent or Collateral Agent in respect of any of the Obligations, shall be applied in full accordance with the application arrangements described in Section 9.2 of the U.S. Pledge and Security Agreement, in Section 6.3 of the Canadian Pledge and Security Agreement or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 5.5 of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullCanadian Pledge Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to Administrative Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-non conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-non conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuing, or the maturity of the Obligations shall have not otherwise been accelerated pursuant to Section 8.01waived, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower or any other Credit Party of principal, interest, fees, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars in immediately available fundsDollars, without defense, recoupment, setoff, set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent in the United States of America most recently designated by it for such purpose and delivered to received by the Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due for the account of Lendersthe Persons entitled thereto; provided that payments required to be made directly to an Issuing Bank shall be so made and payments made pursuant to Sections 2.17(c), not later than noon (New York time) 2.18, 2.19, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent’s Account; funds Agent shall distribute any payment received by Administrative Agent after that time on such due date shall be deemed it hereunder for the account of any other Person to have been paid by a Borrower on the next Business Dayappropriate recipient promptly following receipt thereof. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if If any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any LIBOR Eurodollar Rate LoansBorrowing, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Subject to the provisos proviso set forth in the definition of “Interest Period,” ”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) Administrative Agent shall deem any Any payment hereunder by or on behalf of a the Borrower hereunder to the Administrative Agent that is not made received by the Administrative Agent in same day funds prior to noon 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment on the date due shall, unless the Administrative Agent shall not determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received by Administrative Agent until the later of (i) the time such funds become available funds and funds). (iif) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or If an Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has have occurred and is continuing, or the maturity of the Obligations Loans shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any the Administrative Agent hereunder or under any the Collateral Document Agent in respect of any of the Obligations, includingor from any sale of, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, from or other realization upon all or any part of the Collateral, shall shall, subject to Sections 2.3(h) and 2.21(d)(iii) and the requirements of any applicable Permitted Intercreditor Agreement, be applied in full accordance with the application arrangements set forth in Section 5.02 of the Pledge and Security Agreement. (g) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in part accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders or Issuing Banks, as follows: the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or Issuing Banks, as the case may be, severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) first, ratably to pay the Obligations in respect of at any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable time prior to the Agents until paid in full, third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaidthereafter, the terms and provisions of Section 2.15(g) shall control and governBase Rate.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of Lenders, not later than noon (New York time) to the Lenders or Administrative Agent’s Account; provided that payments required to be made directly to Issuing Bank shall be so made. For purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payment received in respect of any Loan on a date when interest or premium is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest and premium then due and payable before application to principal. (c) Administrative Agent (or an agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such LenderLxxxxx’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate SOFR Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) [Reserved] (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or the maturity of and the Obligations shall have been accelerated pursuant to Section 8.01become due and payable in full hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to including all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under for the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention ratable benefit of the parties hereto that both such priority provisions in such documents shall be read together Lenders and construedthe Lender Counterparties; and third, to the fullest extent possibleof any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be in concert with each other. In lawfully entitled to receive the event same or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Lender, at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loansrequesting compensation pursuant to Section 2.16(b), the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds Same Day Funds prior to noon 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.6 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments 8.1 or proceeds received by pursuant to any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Administrative Agent or Collateral Agent in respect of any of the Obligations shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 4.02 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, Agent not later than 3:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of any fees required to be paid in connection with such principal payment pursuant to Section 2.8 and payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Term Loan on a date when interest is due and payable with respect to such Term Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect related thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Term Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon 3:00 p.m. (New York City time) (unless a later time is otherwise specified herein with respect to such payment) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.7, if applicable, from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower the Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to Administrative Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” , “ whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders accordance with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 2.14 hereof. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower NewPageCo of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower NewPageCo on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” ”, whenever any payment to be made hereunder with respect to any Term Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) NewPageCo hereby authorizes Administrative Agent to charge NewPageCo’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower NewPageCo hereunder that is not made in same day funds prior to 12:00 noon (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower NewPageCo and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, Agent not later than 2:00 p.m. on the date due at the Principal Office of the Administrative Agent for the account of the Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall not be included in the computation of the payment of interest hereunder. (fe) Except as otherwise agreed to by a Lender, the Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon (New York time) 2:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a)7.1. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.6 from the date such amount was due and payable an Event of Default under Section 7.1(a) resulted from the failure to make appropriate payment until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is be continuing, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.017.1 or payments or proceeds are received as a result of the exercise of remedies with respect to the Collateral, all payments or proceeds received by any Agent the Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 9 of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower the Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower the Borrowers on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the prepaid and any Exit Fee, and all other amounts Fee payable with respect to the principal amount being repaid or prepaidin connection therewith. (c) The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) The Administrative Agent shall deem any payment by or on behalf of a Borrower the Borrowers hereunder that is not made in same day funds prior to noon 4:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Administrative Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limitedObligations shall be applied first, to all proceeds received by pay any costs and expenses then due to the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Collateral Agent under the Credit Documents until paid in full, second, to pay any costs, expenses, indemnities, fees or premiums then due to the Administrative Agent under the Credit Documents until paid in full, third, ratably to pay any expenses or indemnities then due to any of the Lenders under the Credit Documents, until paid in full, fourth, ratably to pay interest due in respect of the Loans until paid in full, fifth, ratably to pay any saleExit Fee then due to the Lenders under the Credit Documents until paid in full, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) firstsixth, ratably to pay the Obligations in respect principal amount of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts all Loans then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan outstanding until paid in full, and (v) fifthand seventh, to the ratable payment of all pay ratably any other Obligations then due and payable until paid in fullpayable. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon (New York time) 3:00 p.m. to Administrative Agent’s 's Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business DayDay unless otherwise consented to by Administrative Agent. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued and unpaid interest on the principal amount being repaid or prepaid, the Exit Fee, any applicable Prepayment PremiumMake Whole and all other amounts due and payable hereunder with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “"Interest Period,” ", whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon (New York time) 3:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with and subject to the terms and conditions of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, limited to all proceeds received by any Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, 's Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next succeeding Business Day.. SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “"Interest Period,” ", whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Company hereby authorizes Administrative Agent to charge Company's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time Subject to the terms of the Intercreditor Agreement, if an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 noon on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address address, as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (dc) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender of any Tranche makes Base Rate Loans in lieu of its Pro Rata Share Applicable Percentage of any LIBOR Rate LoansLoans of such Tranche, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (ed) Subject to the provisos proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds Same Day Funds prior to 12:00 noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made made, until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is be continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any the Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or in part as followsapplied: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such LenderLxxxxx’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans or RFR Loans in lieu of its Pro Rata Share of any LIBOR Rate SOFR Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall invoice Borrowers for all principal, interest, fees and expenses due hereunder. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same day funds prior to noon 2:00 p.m. (New York City time) on the date due to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Representative and each applicable Lender Lxxxxx (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document Agents in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 8.2. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments made by a Borrower Borrowers of principal, interest, fees, fees and other Obligations payable in cash shall be made in Dollars in immediately available same-day funds, without defensewithout, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to Administrative Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Lenders or Administrative Agent’s Account, as applicable; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, prepaid and all other amounts any Prepayment Premium or Make-Whole Amount as applicable payable with respect to the principal amount being repaid or prepaidin connection therewith. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter[Intentionally omitted]. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees (including any Commitment Fee) hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same same-day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming nonconforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming nonconforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.8 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuing, or the maturity of the Obligations not otherwise been waived and any remedy shall have been accelerated exercised pursuant to Section 8.018, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limitedObligations shall be applied first, to all proceeds received by pay any costs and expenses then due Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to Collateral Agent under the Credit Documents until paid in full, second, to pay any costs, expenses, indemnities, fees or premiums then due to Administrative Agent under the Credit Documents until paid in full, third, ratably to pay any expenses or indemnities then due to any of the Lenders under the Credit Documents, until paid in full, fourth, ratably to pay interest due in respect of the Loans until paid in full, fifth, ratably to pay any salePrepayment Premium and Make-Whole Amount then due to the Lenders under the Credit Documents until paid in full, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) firstand sixth, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment amount of all other Obligations Loans (applied to installments due thereunder in the inverse order of maturity) then due and payable outstanding until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a1) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of LendersLender, not later than noon 12:00 p.m. (New York Vancouver time) on the date due at the Principal Office or via wire transfer of immediately available funds in accordance with the instructions set forth on Schedule 2.8 attached hereto (or at such other location or bank account as may be designated by the Lender from time to Administrative Agent’s Accounttime); and funds received by Administrative Agent the Lender after that such time on such the due date shall be deemed to have been paid by a the Borrower on the next Business Day. (b2) All payments in respect of the principal amount of any the Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the such principal amount being repaid or prepaid. (c3) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (f4) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or If an Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuinghas not been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.017.1, all payments or proceeds received by any Agent the Lender hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of collection of such obligations, including reasonable remuneration of the Lender’s agents and counsel, and all other Obligations then due expenses, liabilities and payable until paid advances made or incurred by the Lender in full. (h) For purposes of Section 2.15(g) “paid in full” means connection therewith, and all amounts for which the Lender is entitled to indemnification hereunder, and to the payment in cash of all amounts owing under costs and expenses paid or incurred by the Loan Documents according to Lender in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed; second, to the fullest extent possibleof any excess of such proceeds, to the payment, to or to the order of the Borrower or to whosoever may be in concert with each other. In lawfully entitled to receive the event same or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York time) on the date due at a bank account in New York designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All Subject to the proviso set forth in Section 2.8(e), all payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos proviso set forth in the definition of “"Interest Period,” ", whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Borrower hereby authorizes Administrative Agent to charge Borrower's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds at or prior to noon 12:00 p.m. (New York time) on the due date for such payment to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full the following order: First, to the payment of all amounts payable under the Credit Documents on account of the Collateral Agent's fees and any reasonable legal fees, costs and expenses or in part as follows: (i) first, ratably to pay the Obligations in respect other liabilities of any fees (other than kind incurred by the Exit Fee)Collateral Agent or any co-trustee or agent of the Collateral Agent in connection with any Credit Document; Second, expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably Administrative Agent for application to pay interest the payment of all outstanding Obligations that are then due and payable in respect of Protective Advances until paid such order as may be provided in full, (iii) third, ratably the Credit Documents in an amount sufficient to pay principal of Protective Advances in full in cash all outstanding Obligations that are then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of including all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues accrued thereon after the commencement of an any Insolvency Proceeding), default interest, interest on interestor Liquidation Proceeding at the rate, and expense reimbursementsincluding any applicable post-default rate, regardless of whether specified in the same would be Credit Documents, even if such interest is not enforceable, allowable or is allowed or allowable in whole or in part as a claim in such proceeding); and Third, any such Insolvency Proceeding. (i) In surplus remaining after the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained payment in any other Loan Document, it is the intention full of the parties hereto that both such priority provisions amounts described in such documents shall the preceding clauses will be read together and construedpaid to Borrower or the applicable Guarantor, to as the fullest extent possiblecase may be, to be in concert with each other. In the event its successors or assigns, or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in the currency in which such Obligation is denominated (either EXECUTION Dollars or Euro) in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Applicable Administrative Agent not later than 12:00 p.m. (Local Time) on the date due at Applicable Administrative Agent, 's Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Applicable Administrative Agent after that time on such due date shall be deemed to have been paid by a the applicable Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest before application to principal. (c) Applicable Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s 's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Applicable Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurocurrency Rate Loans, Applicable Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “"Interest Period,” ", whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Each Borrower hereby authorizes each Administrative Agent to charge such Borrower's accounts with such Administrative Agent in order to cause timely payment to be made to such Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Applicable Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York timeLocal Time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Applicable Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Applicable Administrative Agent shall give prompt telephonic notice to Lead the applicable Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.EXECUTION

General Provisions Regarding Payments. (a) All payments by a Borrower any Credit Party of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to Administrative Agent’s Account, as applicable, for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent Agent, as applicable, after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all commitment fees and other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Borrowers hereby authorize Administrative Agent to charge any Deposit Account or Securities Account maintained in the name of any Credit Party in order to cause timely payment of all Obligations due hereunder. (subject to sufficient funds being available in such accounts for that purpose). The Lenders and the Borrowers also hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers with respect to the Loans or any other Obligations under any Credit Document. Each of the Lenders and the Borrowers agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 3.2 have been satisfied. Any amount charged to the Loan Account of the Borrowers shall be deemed a Loan hereunder made by the Lenders to the Borrowers, funded by the Administrative Agent on behalf of the Lenders and subject to Section 2.2 of this Agreement. The Lenders and the Borrowers confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrower and solely at the Administrative Agent’s discretion. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower any Credit Party hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal outstanding as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gh) At Notwithstanding anything to the contrary contained in this Agreement or any time other Credit Document, after the occurrence and during the continuance of a Default or an Application Event has occurred and is continuingof Default, or the maturity of the Obligations Administrative Agent shall have been accelerated pursuant to Section 8.01, apply all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to Obligations and all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows, unless Requisite Lenders consent to a different application: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee)fees, expense reimbursements, indemnities, indemnities and other amounts then due and payable to the Agents until paid in full,; (ii) second, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Lenders until paid in full; (iii) third, ratably to pay interest then due and payable in respect of Protective the Agent Advances until paid in full,; (iiiiv) thirdfourth, ratably to pay principal of Protective the Agent Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and; (v) fifth, ratably to pay interest due in respect of the Loans until paid in full; (vi) sixth, to pay principal of the Loans until paid in full; provided, unless consented to by Requisite Lenders (whether at the time of such prepayment or at a later date), the Commitments are permanently reduced or Administrative Agent imposes a permanent block thereon on a dollar-for-dollar basis with such prepayment; and (vii) seventh, to the ratable payment of all other Obligations then due and payable until paid in fullpayable. (hi) In each instance, so long as Administrative Agent has not elected or Requisite Lenders have not required that all payments be applied pursuant to Section 2.15(h), Section 2.15(h) shall not be deemed to apply to any payment by or on behalf of such Credit Party that is specified by such Credit Party to the Administrative Agent to be for the payment or prepayment of any Obligations then due and payable under any provision of this Agreement. (j) For purposes of Section 2.15(g) 2.15(h), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any fees shall include interest that accrues and fees accrued after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless any insolvency proceeding irrespective of whether the same would be or a claim for such interest and fees is allowed or allowable in whole or in part as a claim in any such Insolvency Proceedinginsolvency proceeding. (ik) In the event of a direct conflict between the priority provisions of Section 2.15(g2.15(h) and other provisions contained in any other Loan Credit Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g2.15(h) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of Lenders, not later than noon (New York time) to the Lenders or Administrative Agent’s Account; . For purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payment received in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or an agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any ConversionConver- sion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR LIBO Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such WEIL:\96958663\10\71605.0155 extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) [Reserved]. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or the maturity of and the Obligations shall have been accelerated pursuant to Section 8.01become due and payable in full hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to including all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under for the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention ratable benefit of the parties hereto that both such priority provisions in such documents shall be read together Lenders and construedthe Lender Counterparties; and third, to the fullest extent possibleof any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be in concert with each other. In lawfully entitled to receive the event same or as a court of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, ’s Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest before application to principal. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest or fees hereunder. (e) Company hereby authorizes Administrative Agent to charge Company’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) on the due date therefore to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day after such funds become available if not available during the preceding Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.8 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a or on behalf of the Borrower of principal, premium, interest, fees, Fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 1:00 p.m. (New York City time) on the date due at the Administrative Agent, ’s Principal Office for the account of the Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan (including all payments, distributions or other transfers in respect of the principal amount of any Loan (whether or not upon maturity, whether mandatory or optional, whether voluntary or involuntary, including following any default or any acceleration (whether automatic or following notice), following any Asset Sale, or following the filing by or against any Loan Party of any petition under any Debtor Relief Law (whether or not such payment, distribution, or transfer is under a plan of reorganization or liquidation or ordered by any court of competent jurisdiction) or otherwise)) shall be accompanied by payment payment, in Cash, of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, prepaid and all other amounts payable with respect any required fees or repayment premium pursuant to the principal amount being repaid or prepaidSection 2.12(c). (c) The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal principal, premium and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees Fees payable with respect theretothereto (or, to the extent any such amounts are paid with respect to any such Lender’s interests individually, the Administrative Agent shall promptly distribute to such Lender such amounts), to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate ABR Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject Except as otherwise provided herein and subject to the provisos set forth in the definition of “Interest Period,” ”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest and of Fees hereunder. (f) Administrative Agent shall deem any Any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon 1:00 p.m. (New York City time) to on the date due shall be a non-conforming paymentnon‑conforming payment in the Administrative Agent’s sole discretion. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt written notice to Lead the Borrower and each applicable Lender if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 8.01(a)7.01. Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event 70 | less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full2.09. (g) At any time If an Application Event has of Default shall have occurred and is continuingcontinuing and not otherwise been waived or cured, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.017.01, all payments or proceeds received by any Agent the Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Obligations shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 7.02. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, ’s Principal Office for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Feetogether with any premium, and all other amounts payable with respect to the principal amount being repaid or prepaidif applicable. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Obligation shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Company hereby authorizes Administrative Agent to charge Company’s accounts (other than payroll, tax or trust accounts) with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). In addition, the Lenders and the Company hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account of the Company with any amount due and payable by the Company with respect to the Loans and other Obligations under any Credit Document; provided, that, in the case of expenses, the Administrative Agent shall deliver invoices to Company three (3) Business Days prior to charging the Loan Account for such invoiced expenses. Each of the Lenders and the Company agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 3.3 have been satisfied or waived in accordance with this Agreement. Any amount charged to the Loan Account of the Company in accordance with the terms hereof shall be deemed to constitute Obligations hereunder and shall accrue interest at the rate then applicable to a Loan that is a Base Rate Loan. The Lenders and the Company confirm that any charges which the Administrative Agent may so make to the Loan Account of the Company as herein provided will be made as an accommodation to the Company and solely at the Administrative Agent’s discretion, provided that, in the absence of a continuing Event of Default, the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Company with any amount due and payable under any Credit Document. (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as followsthe following order: (i) first, ratably to pay (x) any Collateral Agent Advances then due to Collateral Agent and (y) Obligations in respect of any expense reimbursements or indemnities then due to any Agent; (i) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and Issuing Banks; (ii) third, to pay Obligations in respect of any fees then due and owing the Lenders and Issuing Banks (other than the Exit FeeSynthetic L/C Fees), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full,; (iiiii) secondfourth, ratably to pay interest and Synthetic L/C Fees then due and payable in respect of Protective Advances until paid in full, (iii) thirdLoans and Synthetic Letters of Credit, ratably to pay principal of Protective Advances then due and payable until paid in full,as applicable, on a pro rata basis; (iv) fourth, ratably fifth to pay or prepay principal amounts on the Obligations Loans, unreimbursed Synthetic L/C Disbursements, to provide cash collateral in respect of the Exit Fee then Synthetic L/C Undrawn Amounts, and to pay amounts due and payable to owing Lenders with and Issuing Banks in respect of Hedge Agreements that are Credit Documents, on a Term Loan until paid in full, pro rata basis; and (v) fifthsixth, to the ratable payment of all other Obligations then due and payable until paid in fullObligations. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Lender Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to Administrative Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Lender Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, Lender Obligations shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders accordance with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 2.14 hereof. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the account of the Administrative Agent, for the account of LendersCollateral Agent or a Lender, as applicable, not later than noon 3:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the account designated by each Agent or each Lender, as applicable, in writing to the Disbursement Account Bank. Funds received by the Administrative Agent’s Account; funds received by Administrative , the Collateral Agent or a Lender after that time on such due date shall be deemed to have been paid by a the Borrower on the next Business DayDay (except to the extent such delay in payment results solely from the Disbursement Account Bank’s failure to distribute funds on deposit in the Disbursement Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10). (ba) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect . (b) All payments of principal shall be applied to the Loans pro rata in reduction of the outstanding principal amount being repaid or prepaidthereof; provided, that the amount of any principal prepayment may be allocated among the Lenders in reduction of the outstanding principal amount of their Loans in such other manner as directed by the Administrative Agent in consultation with the Lenders. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative the Collateral Agent shall give effect thereto in apportioning payments received thereaftercalculating the amounts to be distributed to the Lenders by the Disbursement Account Bank pursuant to Section 2.10. (ed) Subject to the provisos proviso set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent or any of the Administrative Agent’s Affiliates in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender the Lenders (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default not made in accordance conformity with the terms of this Section 8.01(a)2.11. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Interest Rate or the Default Rate determined pursuant to Section 2.09 Funding Rate, as applicable, from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably The Borrower hereby agrees to pay the entire outstanding principal balance of each Loan, together with all accrued interest thereon and all other accrued but unpaid Obligations, on or before the Final Maturity Date and all such Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then are due and payable to on the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, Final Maturity Date regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceedingthere are Collections available therefor. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 2:00 p.m. on the date due at the Principal Office (or at such other location as may be designated by Administrative Agent from time to time) of Administrative Agent for the account of LendersLenders or via wire transfer of immediately available funds to a bank account designated by Administrative Agent from time to time; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.[Reserved] (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon (New York time) 2:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt written notice (which may be electronic mail) to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is be continuing, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments 8.1 or proceeds received by pursuant to any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by Administrative Agent (including from Collateral Agent pursuant to the Intercreditor Agreement) in respect of any of the Obligations, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 8.2. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid[Reserved]. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, the amount due to such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest or fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 1:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment not conformed according to the following sentence and not fully reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.4(d) may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in fullfull (or reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.4(d)). (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower the Issuer of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, the Note Agent not later than 12:00 p.m. (New York City time) on the date due to the account designated in writing from time to time of the Note Agent for the account of Lendersthe Purchasers; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative the Note Agent after that time on such due date shall may (at the discretion of the Note Agent) be deemed to have been paid by a Borrower the Issuer on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Note on a date when interest is due and payable with respect to such Note) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative The Note Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender Purchaser at such address as such Lender Purchaser shall indicate in writing, such LenderPurchaser’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative the Note Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender Purchaser or if any Affected Lender Purchaser makes Base Rate Loans Credit Extensions in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate LoansCredit Extensions, Administrative the Note Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject The Issuer hereby authorizes the Note Agent to charge the provisos set forth Issuer’s accounts with the Note Agent in the definition of “Interest Period,” whenever any order to cause timely payment to be made to the Note Agent of all principal, interest, fees and expenses due hereunder shall be stated (subject to be due on a day sufficient funds being available in its accounts for that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunderpurpose). (f) Administrative The Note Agent shall may (at its discretion) deem any payment by or on behalf of a Borrower the Issuer hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not may (at the discretion of the Note Agent) be deemed to have been received by Administrative the Note Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative The Note Agent shall give prompt notice to Lead Borrower the Issuer and each applicable Lender Purchaser if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.7 from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived or cured, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments 8.1 or proceeds received by pursuant to any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by the Agents in respect of any of the Obligations, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSection 8.2. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay unless such succeeding Business Day occurs after the Maturity Date, and in which case, such extension of time payment shall be included in made on the computation of the payment of interest hereunderimmediately preceding Business Day. (f) Borrower hereby authorizes Administrative Agent to charge Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time Subject to the terms of the Intercreditor Agreement, if an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due, to Administrative Agent, ’s Account for the account of the Agents and the ratable account of the Lenders, not later than noon (New York time) to Administrative Agent’s Accountas applicable; funds received by Administrative Agent after that time 12:00 p.m. (New York City time) on such due date shall may be deemed to have been paid by a the Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address or to such account as such Lender shall indicate in writingwriting to Administrative Agent, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, in each case, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (fe) Administrative Agent shall may deem any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not may, at the election of the Administrative Agent, be deemed to have not been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 2.6 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is continuing, or not otherwise been waived and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, 8.1 all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limitedObligations shall be applied first, to all proceeds received by pay any costs and expenses then due to any Agent in respect of connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any saleof, any collection fromthe Collateral or otherwise, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and indemnities and other amounts then due and payable to any Agent under the Agents Credit Documents until paid in full, (ii) , second, to pay any costs, expenses, indemnities, fees or premiums then due to Administrative Agent under the Credit Documents until paid in full, third, ratably to pay any expenses or indemnities then due to any of the Lenders under the Credit Documents, until paid in full, fourth, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, ratably to pay the ratable payment principal amount of all Term Loans then outstanding until paid in full, and sixth, to pay ratably any other Obligations then due and payable until paid in fullpayable. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, Agent not later than 11:00 a.m. (New York City time) on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos provisions set forth in the definition of “Interest Period,” as they apply to Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) [Reserved]. (g) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gh) At [Reserved]. (i) The Borrower hereby irrevocably waives the right to direct the application of any time an Application Event has occurred and is continuing, or the maturity all payments in respect of the Obligations after the occurrence and during the continuance of an Event of Default and agrees that notwithstanding the provisions of Section 2.14(a) and clause (g) above, if an Event of Default shall have occurred and not otherwise been accelerated waived, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 8.018.1, shall, apply all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of Obligations in the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as followsfollowing order: (i) first, ratably to pay any costs and expenses then due to the Administrative Agent under the Credit Documents; (ii) second, to pay Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due Facility Agent and payable in respect of Protective Advances until paid in full,the Lenders; (iii) third, ratably to pay principal interest due in respect of Protective Advances then due and payable until paid in full,the Loans; (iv) fourth, ratably to pay or prepay principal amounts on the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, andLoans; (v) fifth, to the ratable payment of all pay any other Obligations then due and payable until paid in full.Obligations; and (hvi) For purposes sixth, to Borrower or such other Person entitled thereto under applicable law; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim Obligation described in any such Insolvency Proceeding. of clauses (i) In through (vi) above the event available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligation ratably, based on the proportion of the applicable Facility Agent’s and each Lender’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i) through (vi) above may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower or by any other Person that is not a direct conflict between the Lender. The order of priority provisions of Section 2.15(gset forth in clauses (i), (ii), (iii) and other provisions contained in any other Loan Document, it is (iv) above may be changed only with the intention prior written consent of the parties hereto Administrative Agent in addition to that both such priority provisions in such documents shall be read together and construed, to of the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governRequisite Lenders.

General Provisions Regarding Payments. (a) All payments by a Borrower Borrowers of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or conditioncondition or, as provided herein, withholding or deduction for Tax, and delivered to Administrative Agent, Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Borrowers on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (fe) Administrative Agent shall deem any payment by or on behalf of a Borrower Borrowers hereunder that is not made in same day funds prior to noon 1:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Borrowers and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.10 from the date such amount was due and payable until the date such amount is paid in full. (gf) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 10.1 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a any Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, Agent not later than 1:00 p.m. (New York City time) on the date due at the Payment Office for the account of the applicable Lenders. For purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a the applicable Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Base Rate Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Each Borrower hereby authorizes the Administrative Agent to charge the Borrowers’ Account, with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) The Administrative Agent shall deem any payment by or on behalf of a any Borrower hereunder that is not made in same day funds prior to noon 1:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to Lead the Borrower Representative and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 9.2 of the Exit Fee then due Pledge and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in fullSecurity Agreement. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars Dollars, in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or conditioncondition (other than any security or quasi-security arising in connection with any cash pooling, netting or set-off arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (including any security or quasi-security granted in favor of the financial institution with whom such arrangements are entered into in order to secure obligations under such arrangements and including an ancillary facility which is an overdraft comprising more than one account)), and delivered to the Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders. For purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by a the Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loan) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the principal amount being repaid or prepaidpayment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business DayDay and, and with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) The Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt electronic or telephonic notice (confirmed in writing) to Lead the Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations under the Loan Documents shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any the Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of Obligations under the CollateralLoan Documents, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit FeeSection 2.15(b), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon 2:00 p.m. on the date due at 1345 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or via wire transfer of immediately available funds to account number 4427816394 maintained by Administrative Agent with Bank of America, N.A. (ABA No. 000-000-000; Account Name: Fortress Credit Corp.; Reference: Tiptree Operating Company, LLC) in New York City (or at such other location or bank account within the City and State of New York as may be designated by Administrative Agent from time to time) to Administrative Agent’s Account); funds received by Administrative Agent after that time on such due date shall shall, at the option of the Administrative Agent, be deemed to have been paid by a Borrower on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter[Intentionally Reserved.] (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Administrative Agent [Intentionally Reserved.] (g) [Intentionally Reserved.] (h) Notwithstanding any other provisions hereof, so long as no Event of Default shall deem have occurred and be continuing, if any prepayment of the Loans is required to be made prior to the last day of the Interest Period therefor, in lieu of making any payment by or on behalf in respect of a Borrower hereunder that is not made in same day funds any such Loan prior to noon (New York time) the last day of the Interest Period therefor, Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be a non-conforming payment. Any made thereunder together with accrued interest to the last day of such payment shall not be deemed to have been received Interest Period into an escrow account designated by the Administrative Agent until the later last day of (i) such Interest Period, at which time the time such funds become available funds and (ii) the applicable next Business Day. Administrative Agent shall give prompt be authorized (without any further action by or notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event from Borrower) to apply such amount to the prepayment of Default such Loans in accordance with the terms provisions of Section 8.01(a)this Agreement otherwise applicable to such payment. Interest Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall continue also be authorized (without any further action by or notice to accrue on any principal as or from Borrower) to which a non-conforming payment is made until apply such funds become available funds (but in no event less than the period from the date of such payment amount to the next succeeding prepayment of the outstanding Loans in accordance with the provisions of this Agreement otherwise applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in fullpayment. (gi) At any time If an Application Event has of Default shall have occurred and is continuingbe continuing and not otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the ObligationsObligations (including, but not limited to, Obligations arising under any Interest Rate Agreement that are owing to any Lender or Lender Counterparty), including, but not limited, limited to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due for the ratable benefit of the Secured Parties; and payable until paid in fullthird, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (hj) For purposes If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of Section 2.15(g) “paid time shall be reflected in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan computing interest or fees, service feesas the case may be; provided that, professional fees, interest (and specifically including any interest that accrues after the commencement if such extension would cause payment of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention principal of the parties hereto that both Loans to be made in the next succeeding calendar month, such priority provisions in such documents payment shall be read together and construed, to made on the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.immediately preceding Business Day

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, premiums (including any Prepayment Premium and any Liquidated Damages) and other Obligations shall be made in cash in Dollars in immediately available funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, for the account of Lenders, not later than noon 2:00 p.m. on the date due at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or via wire transfer of immediately available funds to account number 4427816394 maintained by Administrative Agent with Bank of America, N.A. (ABA No. 000-000-000; Account Name: Fortress Credit Corp.; Reference: Tiptree Holdings LLC) in New York City (or at such other location or bank account within the City and State of New York as may be designated by Administrative Agent from time to time) to Administrative Agent’s Account); funds received by Administrative Agent after that time on such due date shall shall, at the option of the Administrative Agent, be deemed to have been paid by a Borrower Xxxxxxxx on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter[Intentionally Reserved.] (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (f) Administrative Agent [Intentionally Reserved.] (g) [Intentionally Reserved.] (h) Notwithstanding any other provisions hereof, so long as no Event of Default shall deem have occurred and be continuing, if any prepayment of the Loans is required to be made prior to the last day of the Interest Period therefor, in lieu of making any payment by or on behalf in respect of a Borrower hereunder that is not made in same day funds any such Loan prior to noon (New York time) the last day of the Interest Period therefor, Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be a non-conforming payment. Any made thereunder together with accrued interest to the last day of such payment shall not be deemed to have been received Interest Period into an escrow account designated by the Administrative Agent until the later last day of (i) such Interest Period, at which time the time such funds become available funds and (ii) the applicable next Business Day. Administrative Agent shall give prompt be authorized (without any further action by or notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event from Borrower) to apply such amount to the prepayment of Default such Loans in accordance with the terms provisions of Section 8.01(a)this Agreement otherwise applicable to such payment. Interest Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall continue also be authorized (without any further action by or notice to accrue on any principal as or from Borrower) to which a non-conforming payment is made until apply such funds become available funds (but in no event less than the period from the date of such payment amount to the next succeeding prepayment of the outstanding Loans in accordance with the provisions of this Agreement otherwise applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in fullpayment. (gi) At any time If an Application Event has of Default shall have occurred and is continuingbe continuing and not otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the ObligationsObligations (including, but not limited to, Obligations arising under any Interest Rate Agreement that are owing to any Lender or Lender Counterparty), including, but not limited, limited to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) : first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations then due for the ratable benefit of the Secured Parties; and payable until paid in fullthird, to the extent of any excess of such proceeds, to the payment to such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (hj) For purposes If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of Section 2.15(g) “paid time shall be reflected in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan computing interest or fees, service feesas the case may be; provided that, professional fees, interest (and specifically including any interest that accrues after the commencement if such extension would cause payment of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention principal of the parties hereto that both Loans to be made in the next succeeding calendar month, such priority provisions in such documents payment shall be read together and construed, to made on the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and governimmediately preceding Business Day.

General Provisions Regarding Payments. (a) All payments by a Borrower Company of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent, Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan Term Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” ”, whenever any payment to be made hereunder with respect to any Term Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Company hereby authorizes Administrative Agent to charge Company’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower Company hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such non-conforming payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time when such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.7 from the date on which such amount was due and payable until the date on which such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or accordance with the application arrangements described in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect Section 7.2 of the Exit Fee then due Pledge and payable to Lenders with a Security Agreement (Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency ProceedingLoan), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) All prepayments hereunder may be made without penalty or premium except as otherwise provided in Sections 2.14, 2.15 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern2.16.

General Provisions Regarding Payments. (a) All payments by a the Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff, counterclaim or counterclaimother defense, free of any restriction or condition, and delivered to Administrative Agent not later than 2:00 p.m. (New York City time) on the date due to Administrative Agent, ’s Account for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall may in the Administrative Agent’s discretion be deemed to have been paid by a the Borrower on the next Business Day. (b) All payments prepayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (fe) The Administrative Agent shall may in its discretion deem any payment by or on behalf of a the Borrower hereunder that is not made in same day funds prior to noon 3:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall may in the Administrative Agent’s discretion not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Lead Borrower Interest and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate applicable rate determined pursuant to Section 2.09 2.5(a) from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: (i) first, ratably to pay the Obligations in respect of any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable to the Agents until paid in full, (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.

General Provisions Regarding Payments. (a) All payments by a the Borrower or any other Credit Party of principal, interest, fees, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars in immediately available fundsDollars, without defense, recoupment, setoff, set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent most recently designated by it for such purpose and delivered to received by the Administrative Agent, Agent not later than 1:00 p.m. (New York City time) on the date due for the account of Lendersthe Persons entitled thereto; provided that payments made pursuant to Sections 2.17(c), not later than noon (New York time) 2.18, 2.19, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent’s Account; funds Agent shall distribute any payment received by Administrative Agent after that time on such due date shall be deemed it hereunder for the account of any other Person to have been paid by a Borrower on the next Business Day. (b) appropriate recipient promptly following receipt thereof. All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to the principal amount being repaid or prepaid. (csuch Loan) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, be applied to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if payment of interest then due and payable before application to principal. If any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any LIBOR Eurodollar Rate LoansBorrowing, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any . Any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (f) Administrative Agent shall deem any payment by or on behalf of a the Borrower hereunder to the Administrative Agent that is not made received by the Administrative Agent in same day funds prior to noon 1:00 p.m. (New York City time) to be a non-conforming payment. Any such payment on the date due shall, unless the Administrative Agent shall not determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received by Administrative Agent until the later of (i) the time such funds become available funds and (ii) the applicable next Business Dayfunds). Administrative Agent shall give prompt notice to Lead Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or If an Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.09 from the date such amount was due and payable until the date such amount is paid in full. (g) At any time an Application Event has have occurred and is continuing, or the maturity of the Obligations Loans shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any the Administrative Agent hereunder or under any the Collateral Document Agent in respect of any of the Obligations, includingor from any sale of, but not limited, to all proceeds received by any Agent in respect of any sale, any collection from, from or other realization upon all or any part of the Collateral, shall shall, subject to the requirements of any applicable Permitted Intercreditor Agreement, be applied in full or accordance with the application arrangements set forth in part as follows: the Pledge and Security Agreement. Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) first, ratably to pay the Obligations in respect of at any fees (other than the Exit Fee), expense reimbursements, indemnities, and other amounts then due and payable time prior to the Agents until paid in full, third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full, (iii) third, ratably to pay principal of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the ratable payment of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaidthereafter, the terms and provisions of Section 2.15(g) shall control and governBase Rate.

General Provisions Regarding Payments. (a) All payments by a Borrower of principal, interest, fees, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent, 's Principal Office for the account of Lenders, not later than noon (New York time) to Administrative Agent’s Account; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by a Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Exit Fee, and all other amounts payable with respect to the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, writing such Lender’s 's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect theretoto such Lender, including, without limitation, all fees payable to such Lender with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “"Interest Period,” ", whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Commitment fees and any Letter of Credit fees hereunder. (f) Borrower hereby authorizes Administrative Agent to charge Borrower's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, Letter of Credit reimbursements, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) Administrative Agent shall deem any payment by or on behalf of a Borrower hereunder that is not made in same day funds prior to noon 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Lead Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.09 2.9 from the date such amount was due and payable until the date such amount is paid in full. (gh) At any time If an Application Event has of Default shall have occurred and is continuingnot otherwise been waived, or and the maturity of the Obligations shall have been accelerated pursuant to Section 8.018.1, all payments or proceeds received by any Agent Agents hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited, to all including from payments or proceeds received by any Agent in respect of any sale, or any collection from, or other realization upon upon, all or any part of the Collateral, shall be applied in full or in part applied, subject to the terms of the Intercreditor Agreement, as follows: (i) first, ratably to pay the Obligations in respect payment of all costs and expenses of any fees (such sale, collection or other than realization, including reasonable compensation to the Exit Fee), expense reimbursements, indemnitiesCollateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts then due for which the Collateral Agent is entitled to indemnification hereunder or under the Pledge and payable Security Agreement (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent under the Pledge and Security Agreement for the account of the applicable Grantor, and to the Agents until payment of all costs and expenses paid or incurred by the Collateral Agent in full,connection with the exercise of any right or remedy hereunder or under the Pledge and Security Agreement, all in accordance with the terms hereof or thereof; (ii) second, ratably to pay interest then due the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and payable the Lender Counterparties in respect of Protective Advances until paid in full,such order as they may elect; and (iii) third, ratably to pay principal the extent of Protective Advances then due and payable until paid in full, (iv) fourth, ratably to pay the Obligations in respect any excess of the Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifthsuch proceeds, to the ratable payment to or upon the order of all other Obligations then due and payable until paid in full. (h) For purposes of Section 2.15(g) “paid in full” means payment in cash of all amounts owing under the Loan Documents according applicable Credit Party or to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including any interest that accrues after the commencement of an Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, regardless of whether whosoever may be lawfully entitled to receive the same would be or is allowed or allowable in whole or in part as a claim in any such Insolvency Proceedingcourt of competent jurisdiction may direct. (i) In the event of a direct conflict between the priority provisions of Section 2.15(g) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall control and govern.