Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds noon (New York time) to the Payment Administrative Agent’s Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only 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 the Administrative Agent on until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt notice to the extent such delay in Lead Borrower and each applicable Lender if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.01(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 2.6 (if applicable) 2.09 from the date such amount was due and payable until the date such amount is paid in full. (bg) All 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 principal amount of Exit Fee then due and payable to Lenders with a Term Loan until paid in full, and (v) fifth, to the Loans shall be accompanied by ratable payment of accrued interest on the principal amount being repaid or prepaidall other Obligations then due and payable until paid in full. (ch) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate For purposes of Section 2.15(g) “paid in writing, such Lender’s applicable Pro Rata Share full” means payment in cash of all payments amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and prepayments specifically including any interest that accrues after the commencement of principal an Insolvency Proceeding), default interest, interest on interest, and interest due hereunderexpense 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 with all other amounts due with respect thereto, including, without limitation, all fees payable with respect theretoand construed, to the fullest extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 $10possible, to be paid to in concert with each other. In the Borrower event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolcontrol and govern.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders. For purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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, 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 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 the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (Boston time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.116.01(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 6.01, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of in accordance with the Deferred Purchase Price attributable to application arrangements described in the related Investment PoolSecurity Agreement.

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by 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 Loan Interest Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 2.11 or 2.11Section 2.12). 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 2.6 (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 the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the a Borrower of principal, interest, fees and other Obligations shall be made in Dollars or Euro, applicable, in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (Local Time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 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 Day 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 Borrowers hereunder that is not made in same day funds prior to 12:00 p.m. (Local Time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt telephonic notice to the extent such delay applicable Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, (i) all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment Obligations of accrued interest on the principal amount being repaid or prepaid. U.S. Borrower (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 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) shall be applied, subject to the Intercreditor Agreement, in full or in part by each of the Administrative Agent and the Collateral Agent against, the Obligations of the U.S. Borrower 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 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 respect theretothe exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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.all other Obligations of the U.S. 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 lawfully entitled to receive the same or as a court of competent jurisdiction may direct; and (eii) The all payments or proceeds received by Agents hereunder in respect of any 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) shall give prompt telephonic notice be applied, in full or in part by each of the Administrative Agent and the Collateral Agent against, the Obligations of the European Borrower in the following order of priority: first, to the Borrower payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Lender 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 (confirmed in writingits capacity as each of the Administrative Agent and the Collateral Agent and not as a Lender) if any payment is not and all advances made in conformity with this Section 2.12. (f) Until by each of the Borrower otherwise directs, Administrative Agent and the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to Collateral Agent hereunder for the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable applicable Credit Party, and to the related Investment Poolpayment 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 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 lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, 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 at the Principal Office of Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (f) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.7 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral in connection with any exercise of remedies permitted hereunder, under applicable Law or under the other Credit Documents, all payments or proceeds received by Agents in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereundershall, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, subject to the extent received by the Administrative Agent. (d) 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 provisions of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to Closing Date Intercreditor Agreement and any Alternative Facility Intercreditor Agreement, be applied in accordance with the Borrower 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 application arrangements described in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool8.2.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, 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 the Principal Office of the Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in Same Day Funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (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 the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 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 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 Day 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 Borrowers hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt telephonic notice to the extent such delay relevant Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 7.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon on the date due at the Principal Office designated by the Administrative Agent, Agent for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans shall be accompanied by payment of accrued interest on 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 applicable Lender at such address or via wire transfer 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 the Administrative Agent. (c) 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 Applicable Percentage of any LIBOR Rate Loans of such Tranche, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (d) Whenever Subject to the 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 and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if deem any payment by or on behalf of Borrower hereunder that is not made in conformity with this Same Day Funds prior to 12:00 noon 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 next Business Day. 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 2.122.7 from the date such amount was due and payable until the date such amount is paid in full. (f) Until the Borrower otherwise directsIf an Event of Default shall have occurred and be continuing, the Borrower hereby directs that all payments contemplated or proceeds received by the Administrative Agent hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10any of the Obligations shall be applied: first, to be paid pay any costs, expenses, indemnities, fees or premiums (including fees, charges and disbursements of counsel to the Borrower shall be Administrative Agent, Arrangers and Other Agents) then due to Administrative Agent, Arrangers and Other Agents under the Credit Documents, until paid in full, including, without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; second, ratably to pay any expenses or indemnities then due to any of the Lenders and the L/C Issuer under the Credit Documents, ratably among the Lenders and the L/C Issuer, until paid in full; third, ratably to pay interest and fees due in respect of the Loans, L/C Obligations, L/C Borrowings and Letters of Credit, ratably among the Lenders and the L/C Issuer, until paid in full; fourth, ratably to pay the principal amount of all Loans and L/C Borrowings then outstanding, ratably among the Lenders and the L/C Issuer in proportion to the Originator Accountrespective amounts, which until paid in full; fifth, to the Borrower confirms shall be applied on Administrative Agent for the account of the Deferred Purchase Price attributable 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; and seventh, the balance, if any, to the related Investment PoolPerson lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) [Reserved.] (f) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. Obligations (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 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) shall be applied, subject to the Intercreditor Agreement, in full or in part by each of the Administrative Agent and the Collateral 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 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 respect theretothe exercise of any right or remedy hereunder, all in accordance with the terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Credit Party or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 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 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 Day 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 Borrowers hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt telephonic notice to the extent such delay relevant Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Pledge and Security Agreement. (h) Notwithstanding the foregoing provisions hereof, any mandatory or voluntary prepayment of the Tranche C Term Loans that results in the prepayment of all, but not less than all, of the outstanding Tranche C Term Loans prior to the one year anniversary of the 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 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 the Loans shall be accompanied by payment of accrued interest on 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 AgentTranche C Term Loans. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with Section 2.10 or 2.11the terms of SECTION 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 2.6 (if applicable) SECTION 2.7 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to SECTION 8.1, all payments or proceeds (whether or not proceeds of the Collateral) received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 7 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, Agent not later than 3:00 12:00 p.m. on the date due via wire transfer at the Principal Office of immediately available the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrowers 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans 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, and all 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 payment 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 or via wire transfer 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) Whenever Notwithstanding the foregoing provisions hereof, if any payment Conversion/Continuation Notice is withdrawn as to be made hereunder any Lender requesting compensation pursuant to Section 2.16(b), the Administrative Agent 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 give effect thereto in the computation of the payment of interest hereunderapportioning payments received thereafter. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12[Reserved]. (f) Until The Administrative Agent shall deem any payment by or on behalf of any Borrower hereunder that is not made in Same Day Funds prior to 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, (ii) the applicable next Business Day and (iii) the date the Administrative Agent charges 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 8.1(a). All amounts (including interest, fees, costs, expenses, or other amounts payable hereunder or under any other Credit Document) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into Eurocurrency Rate Loans in accordance with the terms of this Agreement). (g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale 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 accordance with the application arrangements described in Section 4.02 of the Pledge and Security Agreement. (h) The Administrative Agent shall maintain an account on its books in the name of each applicable Borrowers (each, a “Loan Account”) 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 Obligations hereunder or under the other Credit Documents, including, accrued interest, fees and expenses. In accordance with Section 2.13(i), the applicable Loan 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 Borrower otherwise directsRepresentative statements on a monthly basis regarding the Loan Accounts, including the principal amount of the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Credit Documents, and 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 Administrative Agent first makes such a statement available to the Borrower Representative, the Borrower Representative shall deliver to the Administrative Agent written objection thereto describing the error or errors contained in such statement. (i) The Borrowers hereby directs that all payments contemplated in Section 2.10 or Section 2.11authorize the Administrative Agent, in each case, net of $10from time to time without prior notice to any Borrower, to be paid 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 Credit Fees accrued or chargeable hereunder during the prior quarter, (C) as and when due and payable, all other fees payable hereunder or under any of the other Credit Documents, and (D) if the Borrowers do not pay any other payment obligations payable under any Credit Document within 30 days of the date of the Borrower Representative’s receipt of written notice thereof, any amount of such other payment obligations; provided that 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 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 the foregoing clause (D) shall not be applicable (and the Administrative Agent shall be paid entitled to immediately charge to the Originator Loan Account, which the Borrower confirms shall be applied on account ) at any time that an Event of the Deferred Purchase Price attributable to the related Investment PoolDefault has occurred and is continuing.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, 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 at the Principal Office of Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (f) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.7 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral in connection with any exercise of remedies permitted hereunder, under applicable Law or under the other Credit Documents, all payments or proceeds received by Agents in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereundershall, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, subject to the extent received by the Administrative Agent. (d) 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 provisions of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to Intercreditor Agreement and any Other Intercreditor Agreement, be applied in accordance with the Borrower 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 application arrangements described in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool8.2.

General Provisions Regarding Payments. (a) All payments by the Borrower Issuer of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to the Administrative 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment AccountHolders; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Issuer 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b) All payments prepayments in respect of the principal amount of the Loans any Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender Holder at such address or via wire transfer 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 the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if deem any payment by or on behalf of the Issuer hereunder that is not made in conformity with this same day funds at or prior to 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 the Agent until the later of (i) the time such funds become available funds, and (ii) the next Business Day. 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 Business Day) at the applicable rate determined pursuant to Section 2.123.02(a) from the date such amount was due and payable until the date such amount is paid in full. (f) Until If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by the Borrower otherwise directsAgent hereunder 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 Borrower hereby directs that 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, and seventh, any excess, after all payments contemplated of the Obligations shall have been Paid in Section 2.10 or Section 2.11Full in cash, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment PoolIssuer or as otherwise required by any Governmental Requirement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, 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 at the Principal Office of Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 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 Day 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 Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt written notice (except including by electronic mail) to the extent such delay in Borrower and each applicable Lender if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account of in accordance with the Deferred Purchase Price attributable to the related Investment Poolapplication arrangements described in Section 8.2.

General Provisions Regarding Payments. (a) All payments by the 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 the account of the Administrative Agent, for the account of the LendersCollateral Agent or a Lender, as applicable, not later than 3:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the Payment Account; funds not so account designated by each Agent or each Lender, as applicable, in writing to the Disbursement Account Bank. Funds received by the Administrative Agent, the Collateral Agent at or before a Lender after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Disbursement Account Bank’s failure to distribute funds on deposit in the Loan Disbursement Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.112.10). 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. (ba) All payments in respect of the principal amount of the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (cb) 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 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, shall be applied to the extent received Loans pro rata in reduction of the outstanding principal amount thereof; 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 AgentAgent in consultation with the Lenders. (c) Notwithstanding the foregoing provisions hereof, if any Affected Lender makes Base Rate Loans in lieu of any LIBOR Rate Loans, the Collateral Agent shall give effect thereto in calculating the amounts to be distributed to the Lenders by the Disbursement Account Bank pursuant to Section 2.10. (d) Whenever Subject to the 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 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) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender the Lenders (confirmed in writing) if any payment is not made in conformity with this Section 2.12. 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 (f) Until but in no event less than the Borrower otherwise directs, period from the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net date of $10, to be paid such payment to the Borrower shall be next succeeding applicable Business Day) at the Interest Rate or the Default Funding Rate, as applicable, from the date such amount was due and payable until the date such amount is paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolin full.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 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, Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of the LendersLenders or Administrative Agent; provided that payments required to be made directly to Issuing Bank shall be so made. For purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Company 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans 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, and all 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 payment of interest and premium then due and payable before application to principal. (c) The Administrative Agent (or an agent or sub-agent appointed by it) 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, 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 LIBO Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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 or of the commitment fees hereunder. (ef) The [Reserved] (g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 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, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the Borrower Company and each applicable Lender (confirmed in writing) if any payment is not non‑conforming. Any non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 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 conformity with this Section 2.12no event less than the period from the date of such payment to the next Business Day) at the Default Rate from the date such amount was due and payable until the date such amount is Paid in Full. (fh) Until If an Event of Default shall have occurred and not otherwise been waived, and the Borrower otherwise directsObligations have become due and payable in full hereunder, the Borrower hereby directs that whether by acceleration, maturity or otherwise, all payments contemplated or proceeds received by any Agent hereunder or under any Collateral Document in Section 2.10 respect of any of the Obligations, including all proceeds received by any Agent in respect of any sale, any collection from, or Section 2.11other realization upon all or any part of the Collateral, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on in full or in part as follows: first, to the 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 Deferred Purchase Price attributable applicable Grantor, and to the related Investment Poolpayment 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 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 Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All Except as otherwise provided in Section 2.20, all payments by the each Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment AccountBanks; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent such Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender Bank at such address or via wire transfer 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 the Administrative Agent. (d) Whenever 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 or of the Revolving Commitment fees hereunder. (e) The 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 each Borrower hereunder that is not made in same day funds prior to 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, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the such Borrower and each Lender applicable Bank (confirmed in writing) if any payment is not non conforming. Any non conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 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 conformity with this no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.122.10 from the date such amount was due and payable until the date such amount is paid in full. (fg) Until If an Event of Default shall have occurred and not otherwise been waived, and the Borrower otherwise directsmaturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations (except as expressly provided elsewhere in a Credit Document), shall be forwarded to the Administrative Agent and applied in full or in part by the Administrative Agent against, the Borrower hereby directs that all payments contemplated Obligations in Section 2.10 or Section 2.11, in each case, net the following order of $10priority: first, to be paid the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Borrower 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 the 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) Subject to paragraphs (ii) through (v) below, the Base Currency is the currency of account and payment for any sum due from any Credit Party under any Credit Document. (ii) 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 date. (iii) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued. (iv) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. (v) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency. (i) Change of currency (i) Unless otherwise prohibited by law, if more than one currency or currency unit are at the 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 country occurs, this Agreement will, to the Originator Accountextent the Administrative Agent (acting reasonably and after consultation with Xerium) specifies to be necessary, which be amended to comply with any generally accepted conventions and market practice in the Borrower confirms shall be applied on account of Relevant Interbank Market and otherwise to reflect the Deferred Purchase Price attributable to the related Investment Poolchange in currency.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, 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 at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (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 Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account in accordance with the application arrangements described in Section 9.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative 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, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Borrower on the next succeeding Business Day. (b) 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, and all 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 payment 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 thereto, 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the 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. (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 Borrower hereunder that is not made in same day funds at or prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans Obligations, shall be accompanied by payment of accrued interest on applied in 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 theretofollowing order: First, to the extent received payment of all amounts payable under the Credit Documents on account of Collateral Agent's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent or any co-trustee or agent of Collateral Agent in connection with any Credit Document; Second, to Administrative Agent. (d) Whenever any payment Agent for application 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 all outstanding Obligations that are then due and payable in such order as may be provided in the Credit Documents in an amount sufficient to pay in full in cash all outstanding Obligations that are then due and payable (including all interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to accrued thereon after the Borrower commencement of any insolvency or liquidation proceeding at the rate, and each Lender (confirmed including any applicable post-default rate, specified in writing) the Credit Documents, even if any payment such interest is not made enforceable, allowable or allowed as a claim in conformity with this Section 2.12. (f) Until such proceeding); and Third, any surplus remaining after the Borrower otherwise directs, payment in full of the Borrower hereby directs that all payments contemplated amounts described in Section 2.10 or Section 2.11, in each case, net of $10, to the preceding clauses will be paid to Borrower or the Borrower shall be paid to applicable Guarantor, as the Originator Accountcase may be, which the Borrower confirms shall be applied on account its successors or assigns, or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative 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, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Borrower on the next succeeding Business Day. (b) 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, and all 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 payment 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 thereto, 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the 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. (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 Borrower hereunder that is not made in same day funds at or prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans Obligations, shall be accompanied by payment of accrued interest on applied in 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 theretofollowing order: First, to the extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to all amounts payable under the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied Credit Documents on account of the Deferred Purchase Price attributable Collateral Agent's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent or any co-trustee or agent of the Collateral Agent in connection with any Credit Document; Second, to the related Investment PoolAdministrative Agent for application to the payment of all outstanding Obligations that are then due and payable in such order as may be provided in the Credit Documents in an amount sufficient to pay in full in cash all outstanding Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, and including any applicable post-default rate, specified in the Credit Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding); and Third, any surplus remaining after the payment in full of the amounts described in the preceding clauses will be paid to Borrower or the applicable Guarantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, 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 not later than 12:00 Noon (New York City time) on the Administrative Agent, date due at the Funding and Payment Office for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Company 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid. , and all such payments (cand, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) The shall be applied to the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender Lender, at its primary address set forth on its signature page hereto or at such other address or via wire transfer as such Lender shall indicate in writingmay request, such Lender’s applicable its 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. 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 or of the commitment fees hereunder. , as the case may be. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to SECTION 2.14(d) shall be deemed to have been paid by Company on the later of (ea) The the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with SECTION 2.14(d), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans. Company hereby authorizes Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed charge Company's accounts with Administrative Agent in writing) if any order to cause timely 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 paid made to the Borrower shall be paid Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolsufficient funds being available in its accounts for that purpose).

General Provisions Regarding Payments. (a) All payments by 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 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 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 (including all payments, distributions or other transfers in respect of the Loans 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 prepaidprepaid and any required fees or repayment premium pursuant to Section 2.12(c). (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 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) Whenever Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any LIBOR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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 and such extension of time shall be included in the computation of the payment of interest and of Fees hereunder. (ef) Any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 1:00 p.m. (New York City time) on the date due shall be a non‑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, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic written notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is not non‑conforming. Any non‑conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 7.01. 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 conformity with this no event 70 | less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.122.09. (fg) Until If an Event of Default shall have occurred and is continuing and not otherwise been waived or cured, and the Borrower otherwise directsmaturity of the Obligations shall have been accelerated pursuant to Section 7.01, the Borrower hereby directs that all payments contemplated or proceeds received by the Agents hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account of in accordance with the Deferred Purchase Price attributable to the related Investment Poolapplication arrangements described in Section 7.02.

General Provisions Regarding Payments. (a) All payments by the Borrower Issuer of principal, interest, 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 the Administrative Agent, 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 the LendersPurchasers; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Note Agent at or before after that time on such due date may (at the discretion of the Note Agent) be deemed to have been paid by the Issuer on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Note shall only be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all 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 payment of interest then due and payable before application to principal. (c) The Note Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Purchaser at such address as such Purchaser shall indicate in writing, such Purchaser’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Note Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Purchaser or if any Affected Purchaser makes Base Rate Credit Extensions in lieu of its Pro Rata Share of any Eurodollar Rate Credit Extensions, the Note Agent shall give effect thereto in apportioning payments received thereafter. (e) The Issuer hereby authorizes the Note Agent to charge the Issuer’s accounts with the Note Agent in order to cause timely payment to be made to the Note Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) The Note Agent may (at its discretion) deem any payment by or on behalf of the Issuer hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment may (at the discretion of the Note Agent) be deemed to have been received by the Administrative Note Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Note Agent shall give prompt notice to the extent such delay in Issuer and each applicable Purchaser if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.7 from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (bg) All If an Event of Default shall have occurred and not otherwise been waived or cured, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale 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 the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of in accordance with the Deferred Purchase Price attributable to the related Investment Poolapplication arrangements described in Section 8.2.

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 2.11 or 2.11Section 2.12). 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 2.6 (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 the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower Issuer of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to Agent not later than 12:00 p.m. (New York, New York time) on the Administrative date due to Agent, ’s Account for the account of the LendersHolders; the Agent shall give the Holders prompt written notice of amounts due, but not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent, on such due date and at such time. Funds received by Agent at or before after that time on such due date shall only may be deemed by the Requisite Holders to have been paid by the Issuer on the next Business Day for the purposes of calculating interest thereon. (b) All prepayments in respect of the principal amount of any Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid and other amounts due and payable thereon. (c) Agent shall promptly distribute by wire transfer to each Holder to the account indicated in writing to Agent by each applicable Holder, such Holder’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Agent. (d) 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 immediately preceding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) Agent may, at the direction of the Requisite Holders, deem any payment by or on behalf of the Issuer hereunder that is not made in same day funds prior to 12:00 p.m. (New York, New York time) to be a non-conforming payment. Any such payment may be deemed by the Requisite Holders to have been received by the Administrative Agent on the later of (i) the time such funds become available funds, 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)Day. 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 immediately preceding Business Day) at the Default Rate applicable rate determined pursuant to Section 2.6 (if applicable2.06(a) from the date such amount was due and payable until the date such amount is paid in full. (bf) All If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by Agent hereunder in respect of the principal amount any of the Loans Obligations shall be accompanied by applied first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent 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 11.03 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 Make-Whole Amount (plus any premium payable in connection therewith) or Prepayment Fee, as applicable, or other amount due and payable pursuant to Section 2.10(g), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount (plus any premium payable in connection therewith) or Prepayment Fee, as applicable, or other amount due and payable pursuant to Section 2.10(g) resulting from the prepayment of principal amount being repaid under clause fifth below), fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender on behalf of the Issuer at such address or via wire transfer as such Lender shall indicate in writingtime, such Lender’s applicable Pro Rata Share of sixth, pro rata to any other Obligations, and seventh, any excess, after 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) 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. (e) The Administrative Agent Obligations shall give prompt telephonic notice to the Borrower and each Lender (confirmed have been indefeasibly paid in writing) if any payment is not made full in conformity with this Section 2.12. (f) Until the Borrower otherwise directscash, the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment PoolIssuer or as otherwise required by any Governmental Requirement.

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, 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 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 the Administrative Agent, Agent not later than 2:00 p.m. (New York City time) on the date due for the account of the LendersPersons 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 3:00 p.m. on the date due via wire transfer of immediately available funds 2.18, 2.19, 10.2 and 10.3 shall be made directly to the Payment Account; funds not so Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the Administrative Agent at or before that time on such due date shall only be deemed to have been received by the Administrative Agent on the later account of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except any other Person to 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 available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in fullappropriate recipient promptly following receipt thereof. (b) All payments in respect of the principal amount of the Loans 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, and all such payments shall be applied to the payment of interest then due and payable before application to principal. (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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Whenever Notwithstanding the foregoing provisions hereof, if any payment Conversion/ Continuation Notice is withdrawn as to be made hereunder any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent 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 give effect thereto in the computation of the payment of interest hereunderapportioning payments received thereafter. (e) The Any payment hereunder by or on behalf of the Borrower that is not received by the Administrative Agent in same day funds prior to 2:00 p.m. (New York City time) on the date due shall give prompt telephonic notice be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining applicability of Section 2.9), on the Borrower and each Lender Business Day next succeeding the date of receipt (confirmed in writing) or, if any payment is not made in conformity with this Section 2.12later, the Business Day next succeeding the date the funds received become available funds). (f) Until If an Event of Default shall have occurred and the Borrower otherwise directsmaturity of the Obligations shall have been accelerated pursuant to Section 8.1, the Borrower hereby directs that all payments contemplated or proceeds received by the Administrative Agent or the Collateral Agent in Section 2.10 or Section 2.11respect of any of the Obligations, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 8.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrowers 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidprepaid and any Exit Fee payable in connection therewith. (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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) 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 or of the commitment fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrowers hereunder that is not made in same day funds prior to 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, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the Administrative Borrower and each applicable Lender (confirmed in writing) if any payment is not non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 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 conformity with this 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 2.122.7 from the date such amount was due and payable until the date such amount is paid in full. (f) Until If an Event of Default shall have occurred and not otherwise been waived, and the Borrower otherwise directsmaturity of the Obligations shall have been accelerated pursuant to Section 8.1, the Borrower hereby directs that all payments contemplated or proceeds received by Agents hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account first, to 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 Deferred Purchase Price attributable 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 Exit Fee then due to the related Investment PoolLenders under the Credit Documents until paid in full, sixth, ratably to pay the principal amount of all Loans then outstanding until paid in full, and seventh, to pay ratably any other Obligations then due and payable.

General Provisions Regarding Payments. (a1) All payments by the 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 the Administrative Agent, for the account of the LendersLender, not later than 3:00 12:00 p.m. (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 the Payment Accounttime); and funds not so received by the Administrative Agent at or before that Lender after such time on such the due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b2) All payments in respect of the principal amount of the Loans Term Loan shall be accompanied by payment of accrued interest on the such 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. (d3) 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. (e4) The Administrative Agent If an Event of Default has occurred and has not been waived, and the maturity of the Obligations shall give prompt telephonic notice have been accelerated pursuant to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until the Borrower otherwise directs7.1, the Borrower hereby directs that all payments contemplated or proceeds received by the Lender hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account in full or in part as follows: first, to the payment of all costs and expenses of collection of such obligations, including reasonable remuneration of the Deferred Purchase Price attributable Lender’s agents and counsel, and all other expenses, liabilities and advances made or incurred by the Lender in connection therewith, and all amounts for which the Lender is entitled to indemnification hereunder, and to the related Investment Poolpayment of all costs and expenses paid or incurred by the Lender 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, to or to the order of the Borrower or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, fees and other Obligations shall be made by wire transfer not later than 12:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the account designated by Administrative Agent from time to time maintained by Administrative Agent or its Affiliates for the account of the Lenders or the Administrative Agent, as the case may be, in U.S. Dollars in immediately available funds. Any payment received after 12:00 p.m. (New York, New York time) shall be deemed received 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, any prepayment premium or similar amounts payable under any Credit Document 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 defenselimitation, recoupmentall fees payable with respect thereto, setoff 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 counterclaim, free if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any restriction or conditionLIBOR Rate Loans, and delivered Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the Administrative Agentprovisos 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, for such payment shall be made on the account next succeeding Business Day and such extension of time shall be included in the computation of the Lenders, not later than 3:00 p.m. on payment of interest hereunder or of the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the commitment fees hereunder. (f) [Reserved] (g) Administrative Agent at shall deem any payment by or before on behalf of Company hereunder that time on is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such due date payment shall only not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.01(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 2.6 (if applicable) 2.09 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and 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 the principal amount any of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid Obligations (including, but not limited to, Obligations arising under any Approved Interest Rate Agreement or prepaid. (c) The Administrative Agent shall promptly distribute Currency Agreement that are owing to each any 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 theretoCounterparty), including, without limitationbut 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: first, to the 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 fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundsfunds (other than interest that accrues at the PIK Rate and is capitalized in accordance with Section 2.07), without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, not later than 3:00 prior to 1:00 p.m. on the date due via wire transfer of immediately available funds to at the Payment AccountAdministrative Agent’s Principal Office; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 any applicable interest or 2.11). Interest fee 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 fullaccrue. (b) All payments in respect of the principal amount of the Loans any Loan shall be accompanied by payment of accrued interest on (other than interest accrued at the PIK Rate) on, and any fees and costs required to be paid 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 and/or account 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) 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 or of the commitment fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in immediately available funds prior to 1:00 p.m. to be a non-conforming payment. Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is not made non-conforming. Any non-conforming payment may constitute or become a Default or an Event of Default in conformity accordance with this the terms of Section 2.128.01(a). (f) Until the Unless Administrative Agent shall have received notice from 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 paid prior to the Borrower shall be paid date on which any payment is due to Administrative Agent for the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable Lenders that Borrower will not make such payment, Administrative Agent may assume that such payment has been made on such date in accordance herewith and may, in reliance upon such assumption, distribute to the related Investment PoolLenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate from time to time in effect. (g) A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under Section 2.05(b) and/or Section 2.15(f) shall be conclusive, absent manifest error.

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Company on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loans shall be accompanied by payment of accrued interest on 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 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 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 Company hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time when such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.7 from the date on which such amount was due and payable until the date on which such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans Obligations, shall be accompanied by payment applied in accordance with the application arrangements described in Section 7.2 of accrued interest on the principal amount being repaid or prepaidPledge and Security Agreement (Term Loan). (ci) 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 All 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) Whenever any payment to hereunder may be made hereunder shall be stated to be due on a day that is not a Business Daywithout penalty or premium except as otherwise provided in Sections 2.14, such payment shall be made on the next succeeding Business Day 2.15 and such extension of time shall be included in the computation of the payment of interest hereunder2.16. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only may in the Administrative Agent’s discretion be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b) All payments prepayments in respect of the principal amount of the Loans any Loan shall be accompanied by payment of accrued interest on 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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to may in its discretion deem any payment by or on behalf of the Borrower and each Lender (confirmed in writing) if any payment hereunder that is not made in conformity with this Section 2.12. same day funds prior to 3:00 p.m. (fNew York City time) 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 paid a non-conforming payment. Any such payment 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, and (ii) the applicable next Business Day. 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 Borrower shall be next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.5(a) from the date such amount was due and payable until the date such amount is paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolin full.

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 2:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to account number 849108725 maintained by Administrative Agent with JPMorgan Chase Bank, N.A. (ABA No. 000000000) in New York City (or at such other location or bank account within the Payment AccountCity and State of New York as may be designated by Administrative Agent from time to time); funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Borrower on the next Business Day. (b) All payments in respect of the principal amount of the Term Loan shall be accompanied by payment of accrued interest on 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) 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 or of the commitment fees hereunder. (e) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except 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 8.1(a), but only to the extent that such delay in non-conforming payment results solely from is not received by the Loan Account Bank’s failure to distribute funds Administrative Agent on deposit in the Loan Account and available for distribution as of 3:00 p.m. on such next Business Day in accordance with Section 2.10 or 2.11)following the date when due. 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. (bf) All If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become 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 the principal amount any of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid Obligations (including, but not limited to, Obligations arising under any Interest Rate Agreement or prepaid. (c) The Administrative Agent shall promptly distribute Currency Agreement that are owing to each any 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 theretoCounterparty), including, without limitationbut 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: first, to the 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 fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, 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 the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, 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 Lender requesting 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 Day 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 Borrower hereunder that is not made in Same Day Funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (bg) All payments in respect If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the principal amount Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Loans shall be accompanied by payment of accrued interest on 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 writingCollateral, 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 or proceeds received by the Administrative Agent. (d) Whenever Agent or Collateral Agent in respect of 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account in accordance with the application arrangements described in Section 4.02 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 2:00 p.m. (New York City time) on the date due at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 or via wire transfer of immediately available funds to account number 00000000 maintained by Administrative Agent with Citibank, N.A. (ABA No. 000000000) in New York City (or at such other location or bank account within the Payment AccountCity and State of New York as may be designated by Administrative Agent from time to time); funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 or of the commitment fees hereunder. (f) [Intentionally Reserved.] (g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full.. Credit and Guaranty Agreement (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid Obligations (including, but not limited to, Obligations arising under any Interest Rate Agreement or prepaid. (c) The Administrative Agent shall promptly distribute Currency Agreement that are owing to each any 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 theretoCounterparty), including, without limitationbut 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: first, to the 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 fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the 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 the account of the Administrative Agent, for the account of the LendersCollateral Agent or a Lender, as applicable, not later than 3:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the Payment Account; funds not so account designated by each Agent or each Lender, as applicable, in writing to the Disbursement Account Bank. Funds received by the Administrative Agent, the Collateral Agent at or before a Lender after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Disbursement Account Bank’s failure to distribute funds on deposit in the Loan Disbursement Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.112.10). 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. (ba) All payments in respect of the principal amount of the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (cb) 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 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, shall be applied to the extent received Loans pro rata in reduction of the outstanding principal amount thereof; 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 AgentAgent in consultation with the Lenders. (c) Notwithstanding the foregoing provisions hereof, if any Affected Lender makes Base Rate Loans in lieu of any LIBOR Rate Loans, the Collateral Agent shall give effect thereto in calculating the amounts to be distributed to the Lenders by the Disbursement Account Bank pursuant to Section 2.10. (d) Whenever Subject to the 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 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) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender the Lenders (confirmed in writing) if any payment is not made in conformity with this Section 2.122.11. 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 Funding Rate, as applicable, from the date such amount was due and payable until the date such amount is paid in full. (fg) Until the Borrower otherwise directs, the The Borrower hereby directs that agrees to pay the entire outstanding principal balance of each Loan, together with all payments contemplated in Section 2.10 accrued interest thereon and all other accrued but unpaid Obligations, on or Section 2.11, in each case, net before the Final Maturity Date and all such Obligations are due and payable on the Final Maturity Date regardless of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolwhether there are Collections available therefor.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, premium, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered . 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 Administrative Agentpersons 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, for 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 account presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the LendersBorrowers 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 subject to applicable 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 such Note or Notes. All payments shall be made not later than 3:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the Payment Accountdue; funds not so received by the Administrative Agent at or before any Lender after that time on such due date shall only be deemed to have been paid by 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. (c) All payments in respect of the principal amount of any Note shall include payment of accrued interest on the principal amount being repaid or prepaid, and all 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 payment of interest before application to principal. (d) A Lender shall deem any payment by or on behalf of 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 the Administrative Agent on such Lender until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The applicable Lender shall give prompt telephonic notice to the extent such delay in Borrowers if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.01(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 2.6 (if applicable) 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. (be) All payments in respect by Borrowers of the principal amount of the Loans shall be accompanied by payment of accrued interest on 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 writingprincipal, such Lender’s applicable Pro Rata Share of all payments premium, interest, fees 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) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment Obligations shall be made on a pro rata basis among the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunderLenders. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (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 Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 7.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement and Section 2.17 below.

General Provisions Regarding Payments. (a) All payments by 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 3:00 p.m. on the date due noon (New York time) to Administrative Agent’s Account or via wire transfer of immediately available funds to the Payment Accountaccount number 210400265 maintained at City National Bank, at 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, ABA# 000000000; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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 Applicable Prepayment Premium, 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 or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of 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 the Administrative Agent on until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt notice to the extent such delay in Borrower and each applicable Lender if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.01(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 2.6 (if applicable) 2.09 from the date such amount was due and payable until the date such amount is paid in full. (bg) All 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 Applicable 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 principal amount of Applicable Prepayment Premium then due and payable to Lenders with a Term Loan Commitment until paid in full, and (v) fifth, to the Loans shall be accompanied by ratable payment of accrued interest on the principal amount being repaid or prepaidall other Obligations then due and payable until paid in full. (ch) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate For purposes of Section 2.15(g) “paid in writing, such Lender’s applicable Pro Rata Share full” means payment in cash of all payments amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and prepayments specifically including any interest that accrues after the commencement of principal an Insolvency Proceeding), default interest, interest on interest, and interest due hereunderexpense 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(h) 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 with all other amounts due with respect thereto, including, without limitation, all fees payable with respect theretoand construed, to the fullest extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 $10possible, to be paid to in concert with each other. In the Borrower event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(h) shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolcontrol and govern.

General Provisions Regarding Payments. (a) All payments made by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same-day funds, without defensewithout, recoupment, setoff 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 LendersLenders or Administrative Agent, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Accountas applicable; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrowers 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidprepaid and any Prepayment Premium or Make-Whole Amount as applicable payable in connection therewith. (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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Whenever 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 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 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same-day funds prior to 12:00 p.m. (New York City time) to be a nonconforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the Borrower later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest shall continue to accrue on any principal as to which a 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 2.8 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise directsbeen waived and any remedy shall have been exercised pursuant to Section 8, the Borrower hereby directs that all payments contemplated or proceeds received by Agents hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account first, to 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 Deferred Purchase Price attributable 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 Prepayment Premium and Make-Whole Amount then due to the related Investment PoolLenders under the Credit Documents until paid in full, and sixth, ratably to pay the principal amount of all Loans (applied to installments due thereunder in the inverse order of maturity) then outstanding until paid in full.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 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 the Payment Accountaccount specified on Schedule or as otherwise noticed to Company from time to time; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or an Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bg) All Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and is Continuing, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 theretoObligations, including, without limitationbut 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: first, to the 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 fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations in accordance with Section 2.14(b); and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 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 Payment AccountCity and State of New York as may be designated by Administrative Agent from time to time); funds not so received by the Administrative Agent at or before after that time on such due date shall only shall, at the option of the Administrative Agent, be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on 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) [Intentionally Reserved.] (e) 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 or of the commitment fees hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until [Intentionally Reserved.] (g) [Intentionally Reserved.] (h) Notwithstanding any other provisions hereof, so long as no Event of Default shall 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 in respect of any such Loan prior to the last day of the Interest Period therefor, Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise directsrequired to be made thereunder together with accrued interest to the last day of such Interest Period into an escrow account designated by the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from Borrower) to apply such amount to the prepayment of such Loans in accordance with the provisions of this Agreement otherwise applicable to such payment. Upon the occurrence and during the continuance of any Event of Default, the Borrower hereby directs that Administrative Agent shall also be authorized (without any further action by or notice to or from Borrower) to apply such amount to the prepayment of the outstanding Loans in accordance with the provisions of this Agreement otherwise applicable to such payment. (i) If an Event of Default shall have occurred and be continuing and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments contemplated or proceeds received by any Agent hereunder or under any Collateral Document in Section 2.10 respect of any of the Obligations (including, but not limited to, Obligations arising under any Interest Rate Agreement that are owing to any Lender or Section 2.11Lender Counterparty), including, but not limited to all proceeds received by any Agent in each caserespect of any sale, net any collection from, or other realization upon all or any part of $10the Collateral, shall be applied in full or in part as follows: first, to the 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 for the ratable benefit of the Secured Parties; and third, 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 paid lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (j) If any payment to be made by the Borrower shall be paid to the Originator Accountcome due on a day other than a Business Day, which the Borrower confirms payment shall be applied made on account the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of the Deferred Purchase Price attributable Loans to be made in the related Investment Pool.next succeeding calendar month, such payment shall be made on the immediately preceding Business Day

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 2:00 p.m. (New York City time) on the date due at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or via wire transfer of immediately available funds to account number 00000000 maintained by Administrative Agent with Citibank, N.A. (ABA No. 000000000) in New York City (or at such other location or bank account within the Payment AccountCity and State of New York as may be designated by Administrative Agent from time to time); funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 or of the commitment fees hereunder. (f) [Reserved.] (g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid Obligations (including, but not limited to, Obligations arising under any Interest Rate Agreement or prepaid. (c) The Administrative Agent shall promptly distribute Currency Agreement that are owing to each any 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 theretoCounterparty), including, without limitationbut 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: first, to the 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 fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 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, Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of the LendersLenders or Administrative Agent. For purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conver- 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 LIBO Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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 Business 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 Company hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become 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 the principal amount any of the Loans Obligations, 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 accompanied by applied in full or in part as follows: first, to the payment of accrued interest on the principal amount being repaid all costs and expenses of such sale, collection or prepaid. (c) The Administrative Agent shall promptly distribute other realization, including reasonable compensation to each Lender at such address Agent and its agents and counsel, and all other expenses, liabilities and advances made or via wire transfer 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 such Lender shall indicate in writingan Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, such Lender’s applicable Pro Rata Share and to the payment of all payments costs and prepayments expenses paid or incurred by any Agent in connection with the exercise of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitationany right or remedy hereunder or under any Collateral Document, all fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments (including prepayments) to be made by the Borrower Company under any Financing Document, including payments of principalprincipal of and premium and interest on the Notes, interestfees, 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 . If any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was hereunder becomes due and payable until the date such amount is paid in full. (b) All payments in respect of the principal amount of the Loans shall be accompanied by payment of accrued interest on 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) Whenever any payment to be made hereunder shall be stated to be due on a day that is not other than a Business Day, such payment shall be made on extended to the next succeeding Business Day and such extension and, with respect to payments of time principal, interest thereon shall be included in payable at the computation of the payment of interest hereunder. (e) then applicable rate during such extension. The Administrative Agent Company shall give prompt telephonic notice to the Borrower 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 make all payments contemplated in Section 2.10 or Section 2.11, in immediately available funds to each case, net of $10, to be paid to Lender's Payment Account before 11:00 A.M. (New York City time) on the Borrower shall be paid to date when due. Each payment (including prepayments) by the Originator Account, which the Borrower confirms shall be applied Company on account of the Deferred Purchase Price attributable principal of and interest on any Loans shall be made pro rata according to the related Investment Poolrespective outstanding principal amounts of such Class of Loans held by each Lender. All amounts payable by the Company hereunder or under any other Financing Document not paid when due (other than payments of principal and interest on the Notes, 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, that, 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 expenses or other amounts.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. (New York City time) on the date such payment is due via wire transfer of immediately available funds and payable to the Payment Administrative Agent’s Account; funds not so . Funds received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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 MOIC, 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) 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 or of the commitment fees hereunder. (e) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 3:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)is non-conforming. 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. (bf) All At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.2, all payments or proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 theretoObligations, including, without limitationbut not limited to all proceeds received by Administrative Agent in respect of any sale, any collection from, or other realization upon all fees payable with respect theretoor any part of the Collateral, shall be applied in full or in part as follows: (g) For purposes of Section 2.12(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 interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent received by 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 Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice Loan Documents according to the Borrower terms thereof, including loan fees, service fees, professional fees, interest (and each Lender (confirmed 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 disallowed in writing) if whole or in part in any payment is not made in conformity with this Section 2.12Insolvency Proceeding. (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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Borrower 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. (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 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (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 Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)is non-conforming. 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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and be continuing and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, Borrower agrees 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 Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereundershall, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, subject to the extent received by the Administrative Agent. (d) 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 provisions of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to Intercreditor Agreement, be applied in accordance with the Borrower 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 application arrangements described in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account 7.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Loan Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) 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. (e) Borrower hereby authorizes Administrative Agent to charge Borrower’s account with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal and interest 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 Borrower 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bg) All payments If an Event of Default under Sections 8.1(f) or (g) shall have occurred and not otherwise been waived or the maturity of the Loan Obligations shall have been accelerated pursuant to Section 8.1 or the Borrower does not repay the Loans on the Loan Maturity Date, all payments, distributions (including distributions in any Insolvency or Liquidation Proceeding pursuant to a plan or otherwise) and all other amounts or property collected or received on account of any Loan Obligation shall be applied in the following order of priority: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent in connection with any collection or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable)); (ii) second, to the Lenders, an amount equal to all Loan Obligations owing to them in respect of the principal amount Loans on the date of the Loans any distribution, including any amounts in respect of post-petition interest in any Insolvency or Liquidation Proceeding (and, if there shall be accompanied by payment a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of accrued interest on the principal amount being repaid principal, interest, fees, expenses or prepaid.otherwise, as applicable)); and (ciii) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate in writingthird, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower surplus then remaining shall be paid to the Originator Account, which applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, together with any premium, if 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 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 Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (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 Company hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans Obligations, shall be accompanied by payment applied in the following order: (i) first, to pay (x) any Collateral Agent Advances then due to Collateral Agent and (y) Obligations in respect of accrued 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 Synthetic L/C Fees); (iii) fourth, to pay interest and Synthetic L/C Fees then due and payable in respect of Loans and Synthetic Letters of Credit, as applicable, on a pro rata basis; (iv) fifth to pay or prepay principal amounts on the principal amount being repaid or prepaid.Loans, unreimbursed Synthetic L/C Disbursements, to provide cash collateral in respect of Synthetic L/C Undrawn Amounts, and to pay amounts due and owing Lenders and Issuing Banks in respect of Hedge Agreements that are Credit Documents, on a pro rata basis; and (cv) 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 theretosixth, to the extent received by the Administrative Agent. (d) 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 ratable payment of interest hereunderall other Obligations. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 1:00 p.m. (or such later time as the Administrative Agent may agree) on the date such payment is due via wire transfer of immediately available funds and payable to the Payment Administrative Agent’s Account; funds not so . Funds received by the Administrative Agent at or before after that time on such due date shall only may be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, any Prepayment Premium, any Applicable Premium, 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) Whenever 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 or of the commitment fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 1:00 p.m. (or such later time as the Administrative Agent may agree) to be a non-conforming payment. Any such payment shall be deemed not 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 telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is not non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 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 conformity with this 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 2.122.6 from the date such amount was due and payable until the date such amount is paid in full. (f) Until At any time an Application Event has occurred and is continuing, or the Borrower otherwise directsmaturity of the Obligations shall have been accelerated pursuant to Section 8.2, the Borrower hereby directs that all payments contemplated or proceeds received by Administrative Agent hereunder or under any Collateral Document in Section 2.10 respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale, any collection from, or Section 2.11other realization upon all or any part of the Collateral, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in full or in part as follows: first, ratably to pay the Obligations in respect of the Deferred Purchase Price attributable any fees (other than any Prepayment Premium and Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the related Investment Pool.Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full;

General Provisions Regarding Payments. (a) All Except as otherwise provided in Section 2.20, all payments by the each Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment AccountBanks; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent such Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender Bank at such address or via wire transfer 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 the Administrative Agent. (d) Whenever 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 or of the Revolving Commitment fees hereunder. (e) The 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 each Borrower hereunder that is not made in same day funds prior to 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, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the such Borrower and each Lender applicable Bank (confirmed in writing) if any payment is not non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 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 conformity with this no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.122.10 from the date such amount was due and payable until the date such amount is paid in full. (fg) Until If an Event of Default shall have occurred and not otherwise been waived, and the Borrower otherwise directsmaturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations (except as expressly provided elsewhere in a Credit Document), shall be forwarded to the Administrative Agent and applied in full or in part by the Administrative Agent against, the Borrower hereby directs that all payments contemplated Obligations in Section 2.10 or Section 2.11, in each case, net the following order of $10priority: first, to be paid the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Borrower 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 the 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) Subject to paragraphs (ii) through (v) below, the Base Currency is the currency of account and payment for any sum due from any Credit Party under any Credit Document. (ii) 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 date. (iii) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued. (iv) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. (v) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency. (i) Change of currency (i) Unless otherwise prohibited by law, if more than one currency or currency unit are at the 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 country occurs, this Agreement will, to the Originator Accountextent the Administrative Agent (acting reasonably and after consultation with Xerium) specifies to be necessary, which be amended to comply with any generally accepted conventions and market practice in the Borrower confirms shall be applied on account of Relevant Interbank Market and otherwise to reflect the Deferred Purchase Price attributable to the related Investment Poolchange in currency.

General Provisions Regarding Payments. (a) All payments by the Borrower any Credit Party of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders. For purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 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 Day 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 any Credit Party hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to 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 extent terms of Section 8.1(a). If such delay in non conforming payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account is a payment of principal and available for distribution as constitutes an Event of 3:00 p.m. on such Business Day Default in accordance with Section 2.10 or 2.118.1(a). Interest , 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 2.6 (if applicable) 2.10, from the date such principal amount was due and payable until the date such principal amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been cured or waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid Obligations (including, but not limited to, Obligations arising under any Interest Rate Agreement or prepaid. (c) The Administrative Agent shall promptly distribute Currency Agreement that are owing to each any 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 theretoCounterparty), including, without limitationbut 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: first, to the 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 fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. all other Obligations for the ratable benefit of the Lenders (ein accordance with Section 2.15(b)) The Administrative Agent shall give prompt telephonic notice and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of Borrower or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, paid not later than 3:00 2:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the Payment Account; funds not so funds. Funds received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Company on the next Business Day. (b) All payments in respect of the principal amount of any Revolving Loan (other than, unless requested by the Administrative Agent, voluntary prepayments of Revolving Loans or payments pursuant to Section 2.10) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) Administrative Agent shall promptly distribute to each Revolving Lender, at such address as such Lender shall indicate in writing, the applicable Pro Rata Share of each such Lender 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) Whenever any payment to be made hereunder or performance of any covenant shall be stated to be due on a day that is not a Business Day, such payment or performance shall be made on or prior to the next succeeding Business Day and, with respect to payments, such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) Except as set forth in the proviso to Section 2.12(a), Administrative Agent shall deem any payment by or on behalf of Company hereunder to them that is not made in same day funds prior to 2:00 p.m. (New York City time) on its due date to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt notice via electronic mail to the extent such delay in Company if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.117.1(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 rate otherwise applicable to Section 2.6 (if applicable) such paid amount 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 the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the 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. (f) [Reserved]. (g) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bh) All [Reserved]. (i) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the principal amount 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 waived, the Administrative Agent may, and, upon either (A) the written direction of the Loans shall be accompanied by payment Requisite Lenders or (B) the acceleration of accrued the Obligations pursuant to Section 8.1, shall, apply all payments in respect of any Obligations in the following order: (i) first, 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 then due to the Facility Agent and the Lenders; (iii) third, ratably to pay interest due in respect of the Loans; (iv) fourth, to pay or prepay principal amounts on the principal amount being repaid or prepaid.Loans; (cv) The Administrative Agent shall promptly distribute fifth, to each Lender at pay any other Obligations; and (vi) sixth, to Borrower or such address or via wire transfer as such Lender shall indicate in writingother Person entitled thereto under applicable law; provided, such Lender’s applicable Pro Rata Share of however, that if sufficient funds are not available to fund 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) Whenever any payment to be made hereunder in respect of any Obligation described in any of clauses (i) through (vi) above the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be stated 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 due on a day 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 Business DayLender. The order of priority set forth in clauses (i), such payment shall (ii), (iii) and (iv) above may be made on changed only with the next succeeding Business Day and such extension of time shall be included in the computation prior written consent of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice in addition to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment PoolRequisite Lenders.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, 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 at the Principal Office of Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 Lxxxxx’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, 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 or RFR Loans in lieu of its Pro Rata Share of any 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 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 Borrowers hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower Representative and each applicable Lxxxxx (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account of in accordance with the Deferred Purchase Price attributable to the related Investment Poolapplication arrangements described in Section 8.2.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (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 Borrowers hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower Agent and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)is non-conforming. 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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and be continuing and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, 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 Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereundershall, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, subject to the extent received by the Administrative Agent. (d) 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 provisions of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to Intercreditor Agreement, be applied in accordance with the Borrower 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 application arrangements described in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account 7.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 designated by the Administrative Agent for the account of the applicable Lenders. For purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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 Base Rate Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all 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 payment 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 thereto, 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 Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Except as expressly set forth herein, 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. (f) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s respective 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 the Borrower hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.01(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (bh) All payments in respect If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the principal amount of the Loans Obligations shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute have been accelerated pursuant to each Lender at such address or via wire transfer as such Lender shall indicate in writingSection 8.01, 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 or proceeds received by the Administrative Agent. (d) Whenever Agent or the Collateral Agent hereunder in respect of 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until the Borrower otherwise directsObligations, the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 9.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 2:00 p.m. on the date due via wire transfer of immediately available funds (New York City time) to the Payment Administrative Agent’s Account; funds not so received by the Administrative Agent at or before after that time on such due date may (in the Administrative Agent’s sole discretion) be deemed to have been paid by Company on the next Business Day. (b) All payments in respect of the principal amount of any Loan shall only be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, the Prepayment Premium, if applicable, 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) 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 or of the commitment fees hereunder. (f) Administrative Agent may (but at the Required Lender’s direction, shall) deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt written notice to Company and each applicable Lender (except to the extent such delay in including via email) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.11)8.1. 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 determined pursuant to Section 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans 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 accompanied by applied in full or in part as follows: (h) For purposes of Section 2.15(g) (other than clause sixth 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 interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the principal amount being repaid extent that default or prepaidoverdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, that for the purposes of clause sixth 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 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 disallowed in whole or in part in any Insolvency Proceeding. (ci) The Administrative Agent 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 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 be read together 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 theretoconstrued, to the fullest extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 $10possible, to be paid to in concert with each other. In the Borrower event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(g) shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolcontrol and govern.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, 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 or counterclaim, free of any restriction or condition, and and, except as otherwise required herein, delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent, Agent for the account of Lenders. (b) All payments in respect of the Lendersprincipal 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, and all 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 payment 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 thereto, 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 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 later than a Business Day, such payment shall be made on the next succeeding Business Day 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 Borrower hereunder that is not made in Same Day Funds prior to 3:00 p.m. on the date due via wire transfer of immediately available funds (New York City time) to the Payment Account; funds be a non conforming payment. Any such payment shall not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non conforming. Any non conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(a). Interest and fees 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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations (other the APLP Obligations) shall have been accelerated pursuant to Section 8.1 or pursuant to any sale 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 the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 9.2 of the Deferred Purchase Price attributable to U.S. Pledge and Security Agreement, Section 5.5 of the related Investment PoolHoldings Pledge Agreement or in Section 6.3 of the Canadian Pledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments made by the Borrower Borrowers of principal, interest, fees and other Obligations payable in cash shall be made in Dollars in immediately available same-day funds, without defensewithout, recoupment, setoff 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 LendersLenders or Administrative Agent, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Accountas applicable; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrowers 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidprepaid and any Prepayment Premium or Make-Whole Amount as applicable payable in connection therewith. (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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) [Intentionally omitted]. (e) 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 or of the commitment fees (including any Commitment Fee) hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same-day funds prior to 12:00 p.m. (New York City time) to be a nonconforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the Borrower later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest shall continue to accrue on any principal as to which a 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 2.8 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise directsbeen waived and any remedy shall have been exercised pursuant to Section 8, the Borrower hereby directs that all payments contemplated or proceeds received by Agents hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account first, to 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 Deferred Purchase Price attributable 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 Prepayment Premium and Make-Whole Amount then due to the related Investment PoolLenders under the Credit Documents until paid in full, and sixth, ratably to pay the principal amount of all Loans (applied to installments due thereunder in the inverse order of maturity) then outstanding until paid in full.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars Dollars, in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (Local Time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall, except as expressly provided in Section 2.19 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 thereto, 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 Eurocurrency 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 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 and fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (Local Time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt notice to the extent such delay in Borrower and each applicable Lender if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or an Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.7 from the date such amount was due and payable until the date such amount is paid in full. (bg) All Notwithstanding any provision herein contained to the contrary, if an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Administrative Agent or Collateral Agent hereunder in respect of the principal amount any of the Loans shall be accompanied by payment Obligations of accrued interest on the principal amount being repaid or prepaid. Borrower (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 proceeds received by the each of Administrative Agent. (d) Whenever Agent and Collateral Agent in respect of any payment to be made hereunder shall be stated to be due on a day that is not a Business Daysale, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation any collection from, or other realization upon all or any part of the payment of interest hereunder. (eCollateral) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements set forth in Section 7.2 of the Deferred Purchase Price attributable to Pledge and Security Agreement and the related Investment PoolABL Intercreditor Agreement.

General Provisions Regarding Payments. (a) All payments by 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 3:00 p.m. on the date due noon (New York time) to Administrative Agent’s Account or via wire transfer of immediately available funds to the Payment Accountaccount number 210400265210667091 maintained at City National Bank, at 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, ABA# 000000000, Account Name: KSF LP AGENT AC; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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 Applicable Prepayment Premium, 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 or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of 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 the Administrative Agent on until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day (except Day. Administrative Agent shall give prompt notice to the extent such delay in Borrower and each applicable Lender if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.01(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 2.6 (if applicable) 2.09 from the date such amount was due and payable until the date such amount is paid in full. (bg) All 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 Applicable 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 principal amount of Applicable Prepayment Premium then due and payable to Lenders with a Term Loan Commitment until paid in full, and (v) fifth, to the Loans shall be accompanied by ratable payment of accrued interest on the principal amount being repaid or prepaidall other Obligations then due and payable until paid in full. (ch) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate For purposes of Section 2.15(g) “paid in writing, such Lender’s applicable Pro Rata Share full” means payment in cash of all payments amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and prepayments specifically including any interest that accrues after the commencement of principal an Insolvency Proceeding), default interest, interest on interest, and interest due hereunderexpense 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(h) 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 with all other amounts due with respect thereto, including, without limitation, all fees payable with respect theretoand construed, to the fullest extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 $10possible, to be paid to in concert with each other. In the Borrower event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(h) shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolcontrol and govern.

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Senior Administrative Agent not later than 12:00 Noon (New York time) on the date due to the Senior Administrative Agent, ’s Account for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Senior Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Company 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans 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. (c) The Senior 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, including all fees and premiums payable with respect thereto, to the extent received by the Senior Administrative Agent. (d) Whenever 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 or of the commitment fees hereunder. (e) The Senior Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if deem any payment by or on behalf of the Company hereunder that is not made in conformity with this 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 the Senior Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and Letter of Credit fees shall continue to accrue on any principal or Letter of Credit Outstandings 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 2.123.12 from the date such amount was due and payable until the date such amount is paid in full. (f) Until the Borrower If an Event of Default shall have occurred and be continuing and not otherwise directsbeen waived, the Borrower hereby directs that all payments contemplated or proceeds received by the Senior Administrative Agent or the Administrative Agent hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account of in accordance with the Deferred Purchase Price attributable to the related Investment Poolapplication arrangements described in Section 10.3.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defensesame day funds without, recoupment, setoff 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b) All payments repayments in respect of the principal amount of the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidprepaid (in addition to any Premium due). (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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Whenever Except as otherwise expressly provided herein, 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. (e) The Administrative Agent shall give prompt telephonic notice to deem any payment by or on behalf of the Borrower and each Lender (confirmed in writing) if any payment hereunder that is not made in conformity with this same day funds prior to 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, and (ii) the applicable next Business Day. 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 applicable rate determined pursuant to Section 2.122.6 from the date such amount was due and payable until the date such amount is paid in full. (f) Until If an Event of Default shall have occurred and be continuing and not otherwise been waived or all or any portion of the Borrower otherwise directsLoans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent in connection with the foreclosure or realization upon, the Borrower hereby directs that all payments contemplated disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent under the Loan Documents until paid in Section 2.10 or Section 2.11, in each case, net of $10full; (ii) second, to be paid pay any costs, expenses, indemnities or fees then due to the Borrower shall be Administrative Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the Originator Accountpayment of any accrued Interest (including interest at the Default Rate, which if any) until paid in full; (v) fifth, ratably to pay the Borrower confirms shall be applied Premium, if any, due on account the Loans (including, for the avoidance of doubt, any Premium due resulting from the Deferred Purchase Price attributable prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the related Investment Poolprincipal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff 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 at the Principal Office designated by the Administrative Agent, Agent for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrowers 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b) All payments payments, distributions or other transfers in respect of the principal amount of any Loan (whether or not upon maturity, whether voluntary or involuntary, including following any default or any acceleration (whether automatic or following notice), following any asset sale or other event requiring a mandatory prepayment pursuant to Section 2.10, or following the Loans filing by or against any Borrower or any Guarantor of any petition under the Bankruptcy Code (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 of accrued interest on the principal amount being repaid or prepaidprepaid and any Payment Premium payable in connection therewith. (c) The Administrative Agent (or its agent or sub-agent appointed by it) 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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Whenever 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 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 and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until Borrowers hereby authorize Administrative Agent to charge Borrowers’ accounts with Administrative Agent or any of its Affiliates 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), but Administrative Agent shall not be obligated to do so in the Borrower otherwise directsabsence of instruction from the Borrowers. (g) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same day funds prior to 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, and (ii) the Borrower hereby directs that next Business Day. 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 2.7 from the date such amount was due and payable until the date such amount is paid in full. (h) If an Event of Default shall have occurred and be continuing, all payments contemplated or proceeds received by Agents hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account first, to pay any costs, expenses, fees, commissions and taxes (including fees, charges and disbursements of counsel to the Collateral Agent) then due Collateral Agent in connection with the sale, foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and indemnities and other amounts then due to Collateral Agent under the Credit Documents until paid in full, including without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2, second, to pay any costs, expenses, indemnities, fees or premiums (including fees, charges and disbursements of counsel to the Administrative Agent and Arrangers) then due to Administrative Agent and Arrangers under the Credit Documents and to BANA Indemnitees under Section 10.3(a) until paid in full, including without limitation amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2, third, to pay any costs, expenses, indemnities and other amounts (including fees, charges and disbursements of counsel to the Lenders Steering Committee) then due to the Lenders Steering Committee under the Credit Documents until paid in full, including with limitation, amounts payable under Section 10.2, fourth, to pay any costs, expenses, fees, commissions and taxes (including fees, charges and disbursements of counsel to the Secured Parties) then due to the Secured Parties in connection with the sale, foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, all expenses, liabilities and advances made or incurred by the Secured Parties in connection therewith, and indemnities and other amounts then due to the Secured Parties under the Credit Documents until paid in full, including with limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2, fifth, ratably to pay any expenses or indemnities then due to any of the Deferred Purchase Price attributable Lenders under the Credit Documents, until paid in full, sixth, ratably to pay interest due in respect of the Loans until paid in full, seventh, ratably to pay any Payment Premium then due to the related Investment PoolLenders under the Credit Documents until paid in full; eighth, ratably to pay the principal amount of all Loans then outstanding until paid in full, and ninth, to pay ratably any other Obligations then due and payable.

General Provisions Regarding Payments. (a) 1. All payments (including prepayments) to be made by the Borrower Borrowers under any Loan Document, including payments of principalprincipal of and interest on the Note, interestfees, fees expenses and other Obligations indemnities, shall be made without set-off or counterclaim and in Dollars in immediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so Collection Account before 1:00 p.m. (New York City time) on the date when due. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Payments received by the Administrative Agent at or before that time prior to 1:00 p.m. (New York City time) on such due date any Business Day shall only be deemed to have been received by 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)Day. Interest shall continue to accrue Payments received after 1:00 p.m. (New York City time) 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) , or 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 the Loans shall be accompanied by payment of accrued interest on 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) Whenever any payment to be made hereunder shall be stated to be due time on a day that is not a Business Day, such payment shall be made deemed to have been received on the next succeeding following Business Day. For purposes of computing interest and fees hereunder, all payments received in the Collection Account (pursuant to the two preceding sentences) shall be subject to one (1) Business Day clearance period. 2. So long as no Event of Default has occurred and such extension is continuing, (i) payments consisting of time shall be included proceeds of Accounts received in the computation ordinary course of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms business shall be applied on account of the Deferred Purchase Price attributable to the related Investment PoolRevolving Loan and (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrowers hereby irrevocably waive the right to direct the application of any and all payments received from or on behalf of Borrowers, and Borrowers hereby irrevocably agree that Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations as Lender may deem advisable notwithstanding any previous entry by Lender in the Loan Account or any other books and records. In the absence of a specific determination by Lender with respect thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Lender’s expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; (3) to principal payments on the Loans; and (4) to all other Obligations.

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Company 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid, and all 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 payment of interest before application to principal. (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) 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 or fees hereunder. (e) The 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 Company hereunder that is not made in same day funds prior to 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, 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 the Borrower Company and each applicable Lender (confirmed in writing) if any payment is not non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 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 conformity with this Section 2.12. (f) Until no event less than the Borrower otherwise directs, period from the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net date of $10, to be paid such payment to the Borrower shall be next succeeding applicable Business Day) at the rate determined pursuant to Section 2.8 from the date such amount was due and payable until the date such amount is paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolin full.

General Provisions Regarding Payments. (a) All payments by the any Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 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 Day 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 any Borrower hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower Representative and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.01(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 9.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, 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, and delivered to the account of the Administrative Agent, Agent most recently designated by it for such purpose and received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the date due for the account of the LendersPersons entitled thereto; provided that payments made pursuant to Sections 2.17(c), not later than 3:00 p.m. on the date due via wire transfer of immediately available funds 2.18, 2.19, 10.2 and 10.3 shall be made directly to the Payment Account; funds not so Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the Administrative Agent at or before that time on such due date shall only be deemed to have been received by the Administrative Agent on the later account of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except any other Person to 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 available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)appropriate recipient promptly following receipt thereof. 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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. , and all such payments (cand, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) The Administrative Agent shall promptly distribute be applied to each the payment of interest then due and payable before application to principal. If any Conversion/Continuation Notice is withdrawn as to any Affected Lender at such address or via wire transfer as such if any Affected Lender shall indicate makes Base Rate Loans in writing, such Lender’s lieu of its applicable Pro Rata Share of all any Eurodollar Rate Borrowing, the Administrative Agent shall give effect thereto in apportioning payments and prepayments received thereafter. Any payment hereunder by or on behalf of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, the Borrower to the extent Administrative Agent that is not received by the Administrative Agent. Agent in same day funds prior to 1:00 p.m. (dNew York City time) 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 date due shall, unless the computation of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice 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 become available funds). If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall, subject to the requirements of any applicable Permitted Intercreditor Agreement, be applied in accordance with the application arrangements set forth in the Pledge and Security Agreement. Unless the Administrative Agent shall have been notified by the Borrower and each Lender (confirmed in writing) if prior to the date on which 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 paid due to the Borrower shall be paid to Administrative Agent for the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable 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 related Investment PoolLenders 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) at any time prior to the 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) thereafter, the Base Rate.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 to 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 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 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 Borrower hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans Obligations, including from payments or proceeds in respect of any sale, or any collection from, or other realization upon, all or any part of the Collateral, shall be accompanied by applied, subject to the terms of the Intercreditor Agreement, as follows: (i) first, to the payment of accrued interest on all costs and expenses of any such sale, collection or other realization, including reasonable compensation to the principal amount being repaid Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or prepaid.incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder or under the Pledge and 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 payment of all costs and expenses paid or incurred by the Collateral Agent in 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; (cii) 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 theretosecond, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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.all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties in such order as they may elect; and (eiii) The Administrative Agent shall give prompt telephonic notice third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to be paid the payment to or upon the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account order of the Deferred Purchase Price attributable applicable Credit Party or to whosoever may be lawfully entitled to receive the related Investment Poolsame or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the 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. (f) [Reserved]. (g) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bh) All [Reserved]. (i) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, subject to the Intercreditor Agreement, notwithstanding the provisions of Section 2.14(a) and clause (g) above, if an Event of Default shall have occurred and not otherwise been 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 8.1, shall, deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order: (i) first, to pay any Secured Party Expenses then due to the Administrative Agent under the Credit Documents; (ii) second, to pay any Secured Party Expenses then due to the other Secured Parties under the Credit Documents on a ratable basis; (iii) third, to pay Obligations in respect of any fees then due to the Facility Agents and the Lenders; (iv) fourth, ratably to pay interest due in respect of the Loans; (v) fifth, to pay or prepay principal amounts on the Loans, and pay amounts owing in respect of Cash Management Obligations and Hedging Agreements with respect to which proceeds of Collateral, ratably to the aggregate principle amount of such loans or the Loans shall be accompanied by payment of accrued interest on obligations owing with respect to such Cash Management Obligations and Hedging Agreements, as the principal amount being repaid or prepaid.case may be; (cvi) The Administrative Agent shall promptly distribute sixth, to each Lender at pay any other Obligations; and (vii) seventh, to Borrower or such address or via wire transfer as such Lender shall indicate in writingother Person entitled thereto under applicable law. provided, such Lender’s applicable Pro Rata Share of however, that if sufficient funds are not available to fund 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) Whenever any payment to be made hereunder in respect of any Obligation described in any of clauses (i) through (vii) above the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be stated 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 (vii) above may at any time and from time to time be due on a day changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Business DayLender or by any other Person that is not a Lender. The order of priority set forth in clauses (i), such payment shall (ii), (iii), (iv) and (v) above may be made on changed only with the next succeeding Business Day and such extension of time shall be included in the computation prior written consent of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice in addition to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment PoolRequisite Lenders.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 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, Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of the LendersLenders or Administrative Agent; provided that payments required to be made directly to Issuing Bank shall be so made. For purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, 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 LIBO Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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 Business 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 Company hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become 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 the principal amount any of the Loans Obligations, 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 accompanied by applied in full or in part as follows: first, to the payment of accrued interest on the principal amount being repaid all costs and expenses of such sale, collection or prepaid. (c) The Administrative Agent shall promptly distribute other realization, including reasonable compensation to each Lender at such address Agent and its agents and counsel, and all other expenses, liabilities and advances made or via wire transfer 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 such Lender shall indicate in writingan Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, such Lender’s applicable Pro Rata Share and to the payment of all payments costs and prepayments expenses paid or incurred by any Agent in connection with the exercise of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitationany right or remedy hereunder or under any Collateral Document, all fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Principal Office of Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans 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, and all 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 payment 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 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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Whenever 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 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 Day 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 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) Borrower shall make each payment required to be made by it hereunder or under any other Credit Document on or before the time expressly required hereunder or under such other Credit Document for such payment (or, if no such time is expressly required, prior to 12:00 p.m., New York City Time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 9.01, all payments contemplated or proceeds received by Agents in Section 2.10 or Section 2.11respect of any of the Obligations, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 10.02 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundsfunds (other than interest that accrues at the PIK Rate and is capitalized in accordance with Section 2.07), without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, not later than 3:00 prior to 1:00 p.m. on the date due via wire transfer of immediately available funds to at the Payment AccountAdministrative Agent’s Principal Office; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 any applicable interest or 2.11). Interest fee 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 fullaccrue. (b) All payments in respect of the principal amount of the Loans any Loan shall be accompanied by payment of accrued interest on (other than interest accrued at the PIK Rate) on, and any fees and costs required to be paid 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 and/or account 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) 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 or of the commitment fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in immediately available funds prior to 1:00 p.m. to be a non‑conforming payment. Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is not made non‑conforming. Any non‑conforming payment may constitute or become a Default or an Event of Default in conformity accordance with this the terms of Section 2.128.01(a). (f) Until the Unless Administrative Agent shall have received notice from 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 paid prior to the Borrower shall be paid date on which any payment is due to Administrative Agent for the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable Lenders that Borrower will not make such payment, Administrative Agent may assume that such payment has been made on such date in accordance herewith and may, in reliance upon such assumption, distribute to the related Investment PoolLenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate from time to time in effect. (g) A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under Section 2.05(b) and/or Section 2.15(f) shall be conclusive, absent manifest error.

General Provisions Regarding Payments. (ai) All payments by the Borrower Issuer of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to the Administrative Agent not later than 12:00 p.m. (New York, New York time) on the date due to the Agent, ’s Account (subject to extension to a later time on such day by the Requisite Holders) for the account of the LendersHolders; the Agent shall give the Holders prompt written notice of amounts due, but not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent, on such due date and at such time. Funds received by the Agent at or before after that time on such due date shall only may be deemed by the Requisite Holders to have been paid by the Issuer on the next Business Day for the purposes of calculating interest thereon. (ii) All prepayments in respect of the principal amount of any Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid and other amounts due and payable thereon. (iii) The Agent shall promptly distribute by wire transfer to each Holder to the account indicated in writing to the Agent by each applicable Holder, such Holder’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Agent. (iv) 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 immediately succeeding Business Day (and such extension of time shall be included in the computation of the payment of interest hereunder), except in the case of a scheduled payment of interest in which case such payment shall be made on the immediately preceding Business Day. (v) The Agent may, at the direction of the Requisite Holders, deem any payment by or on behalf of the Issuer hereunder that is not made in same day funds prior to 12:00 p.m. (New York, New York time) to be a non-conforming payment. Any such payment may be deemed by the Requisite Holders to have been received by the Administrative Agent on the later of (i) the time such funds become available funds, 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)Day. 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 immediately preceding Business Day) at the Default Rate applicable rate determined pursuant to Section 2.6 (if applicable2.06(a) from the date such amount was due and payable until the date such amount is paid in full. (bvi) All If an Event of Default shall have occurred and be continuing, all payments or proceeds received by the Agent hereunder in respect of the principal amount any of the Loans Obligations shall be accompanied by applied first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent 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 11.03 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 Make-Whole Amount (plus any premium payable in connection therewith) or Prepayment Fee, as applicable, or other amount due and payable pursuant to Section 2.10(g), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount (plus any premium payable in connection therewith) or Prepayment Fee, as applicable, or other amount due and payable pursuant to Section 2.10(g) resulting from the prepayment of principal under clause fifth below), fifth, pro rata to payment of principal (including any amount being repaid due under Section 8.02) outstanding on the Notes which have not yet been reimbursed by or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender on behalf of the Issuer at such address or via wire transfer as such Lender shall indicate in writingtime, such Lender’s applicable Pro Rata Share of sixth, pro rata to any other Obligations, and seventh, any excess, after 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) 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. (e) The Administrative Agent Obligations shall give prompt telephonic notice to the Borrower and each Lender (confirmed have been paid in writing) if any payment is not made full in conformity with this Section 2.12. (f) Until the Borrower otherwise directscash, the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment PoolIssuer or as otherwise required by any Governmental Requirement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff 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 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Accountas applicable; funds not so received by the Administrative Agent at or before that time after 12:00 p.m. (New York City time) on such due date shall only may be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Term Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer 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 the Administrative Agent. (d) 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 or of the commitment fees hereunder. (e) The Administrative Agent shall give prompt telephonic notice to may deem any payment by or on behalf of the Borrower and each Lender (confirmed in writing) if any payment hereunder that is not made in conformity with this same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment 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, and (ii) the applicable next Business Day. 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 2.122.6 from the date such amount was due and payable until the date such amount is paid in full. (f) Until If an Event of Default shall have occurred and not otherwise been waived and the Borrower otherwise directs, maturity of the Borrower hereby directs that Obligations shall have been accelerated pursuant to Section 8.1 all payments contemplated or proceeds received by Agents hereunder in Section 2.10 or Section 2.11, in each case, net respect of $10, to be paid to any of the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account first, to pay any costs and expenses then due to any 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 any 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 Deferred Purchase Price attributable Lenders under the Credit Documents, until paid in full, fourth, ratably to pay interest due in respect of the related Investment PoolTerm Loan until paid in full, fifth, ratably to pay the principal amount of all Term Loans then outstanding until paid in full, and sixth, to pay ratably any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. 10:00 a.m. on the date such payment is due via wire transfer of immediately available funds and payable to the Payment Administrative Agent’s Account; funds not so . Funds received by the Administrative Agent at or before after that time on such due date shall only may be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Term Loan shall be accompanied by payment of accrued but unpaid interest on the principal amount being repaid or prepaid, any Prepayment Premium, any Applicable Premium, and all other amounts due and payable hereunder 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) Whenever 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 or of the commitment fees hereunder. (e) The Administrative Agent may deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 10:00 a.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, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is not non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 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 conformity with this 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 2.122.6 from the date such amount was due and payable until the date such amount is paid in full. (f) Until At any time an Application Event has occurred and is continuing, or the Borrower otherwise directsmaturity of the Obligations shall have been accelerated pursuant to Section 8.2, the Borrower hereby directs that all payments contemplated or proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by 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: first, ratably to pay the Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full; third, ratably to pay principal of Protective Advances then due and payable until paid in full; fourth, ratably to pay the Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium) and indemnities then due and payable to the Lenders with a Term Loan Commitment until paid in full; fifth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; sixth, ratably to pay the principal of the Initial Term Loan until paid in full; seventh, ratably to pay the Obligations in respect of any Prepayment Premium and Applicable Premium then due and payable to the Lenders with a Term Loan Commitment until paid in full; and eighth, to the ratable payment of all other Obligations then due and payable until paid in full. (g) For purposes of Section 2.12(f) (other than clause eighth of Section 2.12(f)), “paid in full” means payment in cash of all amounts due and payable 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 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 due and payable 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 disallowed in whole or in part in any Insolvency Proceeding. (h) Except as set forth in Section 2.10 or 10.26, (x) in the event of a direct conflict between the priority provisions of Section 2.112.12(f) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in each casesuch documents shall be read together and construed, net of $10to the fullest extent possible, to be paid in concert with each other; and (y) in the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.12(f) shall control and govern. (i) The Lenders and Bxxxxxxx hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account with any amount due and payable by Borrower under any Loan Document. Each of the Lenders and Borrower agree that 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 Borrower Loan Account shall be paid deemed a Loan hereunder made by the Lenders to Borrower, funded by Administrative Agent on behalf of the Lenders and subject to Section 2.2. The Lenders and Borrower confirm that any charges which Administrative Agent may so make to the Originator AccountLoan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent’s discretion, which provided that Administrative Agent shall from time to time charge the Loan Account of Borrower confirms with any amount due and payable under any Loan Document. (j) 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 SOFR Loans, Administrative Agent shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolgive effect thereto in apportioning payments received thereafter.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or conditioncondition or, as provided herein, withholding or deduction for Tax, and delivered to Administrative Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) 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, 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. (e) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrowers and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bf) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 10.1 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Principal Office of Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans 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, and all 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 payment 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 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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Whenever 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 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 Day 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 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) Borrower shall make each payment required to be made by it hereunder or under any other Credit Document on or before the time expressly required hereunder or under such other Credit Document for such payment (or, if no such time is expressly required, prior to 12:00 p.m., New York City Time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 9.01, all payments contemplated or proceeds received by Agents in Section 2.10 or Section 2.11respect of any of the Obligations, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 9 of the Deferred Purchase Price attributable to the related Investment PoolSecurity Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 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 the Payment Accountaccount specified on Schedule or as otherwise noticed to Company from time to time; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 or of the commitment fees hereunder. (f) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or an Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bg) All If an Event of Default shall have occurred and is Continuing, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by any Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 theretoObligations, including, without limitationbut 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: first, to the 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 fees payable in accordance with respect theretothe terms hereof or thereof; second, to the extent received by the Administrative Agent. (d) Whenever of any payment excess of such proceeds, 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. (e) The Administrative Agent shall give prompt telephonic notice all other Obligations in accordance with Section 2.14(b); and third, to the Borrower and each Lender (confirmed in writing) if extent of 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 excess of $10such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be paid lawfully entitled to receive the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account same or as a court of the Deferred Purchase Price attributable to the related Investment Poolcompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the a Borrower of principal, interest, 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 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Applicable Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due 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 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 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 12:00 p.m. (Local Time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Applicable Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. Applicable Administrative Agent shall give prompt telephonic notice to the extent such delay applicable Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (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 the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.EXECUTION

General Provisions Regarding Payments. (a) All payments by the Borrower Company of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (c) Administrative Agent shall promptly distribute to each Lender at such address or by wire transfer to such account 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 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 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 SECOND LIEN CREDIT AGREEMENT EXECUTION 34 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 Company hereunder that is not made in same day funds prior to 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 on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bh) All Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 7.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations hereunder shall be made paid in Dollars in immediately available funds, without defense, recoupment, setoff or counterclaimcounterclaim or any deduction or withholding whatsoever, free including for any and all present and future taxes. If the Borrower makes a payment under this Agreement to which withholding tax applies or if any taxes (other than taxes on net income imposed by any Governmental Authority and measured by the taxable income the Lender would have received if all payments under or in respect of this Agreement were exempt from taxes levied by such Governmental Authority) are at any restriction time imposed on any payments under or conditionin respect of this Agreement including, and delivered but not limited to, payments made pursuant to this paragraph, the Borrower shall pay all such taxes to the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day relevant authority in accordance with Section 2.10 applicable law such that the Lender receives the sum it would have received had no such deduction or 2.11withholding been made (or, if the Borrower cannot legally comply with the foregoing, the Borrower shall pay to Lender such additional amounts as will result in the Lender receiving the sum it would have received had no such deduction or withholding been made). Interest Further, the Borrower 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 also pay to the next succeeding applicable Business Day) at Lender, on demand, all additional amounts that the Default Rate determined pursuant Lender specifies as necessary to Section 2.6 (preserve the after-tax yield the Lender would have received if applicable) from such taxes had not been imposed. The Borrower shall promptly provide the date Lender with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount was due and payable until the date such amount is paid in fullrequired to be deducted or withheld. (b) All payments in respect The Lender may (but shall not be required to), and the Borrower hereby authorizes the Lender to, debit a deposit account of the principal amount Borrower or any Subsidiary of the Loans shall Borrower held with the Lender or any of Lender’s Affiliates and designated for such purpose by the Borrower or such Subsidiary of Borrower in order to cause timely payment to be accompanied by payment made to the Lender of accrued all principal, interest on and fees due hereunder or under any other Credit Document (subject to sufficient funds being available in its accounts for that purpose), including without limitation the principal amount being repaid or prepaid.account set forth below: (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) 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 or fees hereunder, but such payment shall be deemed to have been made on the date therefor for all other purposes hereunder. (ed) The Administrative Agent Lender may, but shall not be obligated to, deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 2:00 p.m. to be a non‑conforming payment. Any such payment shall not be deemed to have been received by the Lender until the later of (i) the time such funds become available funds and (ii) the applicable next Business Day. The Lender shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made non‑conforming. Any non‑conforming payment may constitute or become a Default in conformity accordance with this the terms of Section 2.128. 1. Interest shall continue to accrue on any principal as to which a non‑conforming payment is made until such funds become available funds (f) Until but in no event less than the Borrower otherwise directs, period from the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net date of $10, to be paid such payment to the Borrower shall be next succeeding applicable Business Day) at the Default Rate from the date such amount was due and payable until the date such amount is paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolin full.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, 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 designated by the Administrative Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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, and all 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 payment 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 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 Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) 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. (f) Borrower hereby authorizes the Administrative Agent in order to cause timely payment to be made to Agents 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 Borrower hereunder that is not made in same day funds prior to 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)is non-conforming. 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 2.6 (if applicable) 2.11 from the date such amount was due and payable until the date such amount is paid in full. (bh) All payments in respect of the principal amount of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.[Reserved] (ci) 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 If 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) Whenever any payment owed 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. (e) The Administrative any Agent shall give prompt telephonic notice to the Borrower and each or any Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until the Borrower otherwise directswhen due, the Borrower hereby directs that all payments contemplated authorizes each Agent and such Lender, subject to any notice period provided in Section 2.10 or Section 2.11, in each case, net of $10the Orders, to be paid to setoff and charge any amount so due against any deposit account maintained by the Borrower shall be paid to with the Originator AccountAdministrative Agent or such Lender, which whether or not the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pooldeposit therein is then due.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Borrower 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid[Reserved]. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address or via wire transfer 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 the Administrative Agent. (d) 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 or fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 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, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any payment not made in conformity with this Section 2.12. (f) Until conformed according to the Borrower otherwise directs, the Borrower hereby directs that all payments contemplated following sentence and not fully reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.10 2.4(d) may constitute or become a Default or Event of Default in accordance with the terms of Section 2.11, 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 each case, net no event less than the period from the date of $10, to be paid such payment to the Borrower shall be next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolin full (or reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.4(d)).

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Administrative Agent's Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Company on the next Business Day 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, 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 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) 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 or of the commitment fees hereunder. (e) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 3:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with and subject to the terms and conditions of Section 2.10 or 2.118.1(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (bf) All At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 theretoObligations, including, without limitation, but not limited to all fees payable with respect thereto, to the extent proceeds received by the Administrative Agent. (d) Whenever Agent in respect of any payment to be made hereunder shall be stated to be due on a day that is not a Business Daysale, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation any collection from, or other realization upon all or any part of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until the Borrower otherwise directsCollateral, the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.in full or in part as follows:

General Provisions Regarding Payments. (a) All payments by the Borrower Issuer of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to Agent not later than 12:00 p.m. (New York, New York time) on the Administrative date due to Agent, ’s Account for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment AccountHolders; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Issuer 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b) All payments prepayments in respect of the principal amount of the Loans any Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute to each Lender Holder at such address or via wire transfer 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 the Administrative Agent. (d) 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. No payment shall be made on a Specified Excluded Date. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if deem any payment by or on behalf of the Issuer hereunder that is not made in conformity with this Section 2.12. same day funds at or prior to 12:00 p.m. (fNew York, New York time) 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 paid a non-conforming payment. Any such payment shall not be deemed to have been received by Agent until the later of (i) the time such funds become available funds, and (ii) the next Business Day. 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 Borrower shall be paid to next succeeding Business Day) at the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.applicable rate determined pursuant to

General Provisions Regarding Payments. (a) All payments by the Borrower Companies 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 12:00 p.m. (New York City time) on the date due at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 or via wire transfer of immediately available funds to account number maintained by Administrative Agent with JPMorgan Chase Bank in New York City (or at such other location or bank account within the Payment AccountCity and State of New York as may be designated by Administrative Agent from time to time); funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been received paid by the Administrative Agent Companies 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidprepaid (including accrued but uncapitalized interest to be paid-in-kind and any applicable premium, as the case may be). (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) 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 or of the commitment fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Companies hereunder that is not made in same day funds prior to 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, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the Borrower Companies and each applicable Lender (confirmed in writing) if any payment is not made non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in conformity accordance with this the terms of 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.8.1

General Provisions Regarding Payments. (a) All payments by the Borrower any Credit Party of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff 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 the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before Agent, as applicable, after that time on such due date shall only be deemed to have been received by the Administrative Agent paid 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 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 2.6 (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 the Loans any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all commitment fees and 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, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Whenever 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 or of the commitment fees hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until 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 otherwise directsand solely at the Administrative Agent’s discretion. (g) Administrative Agent shall deem any payment by or on behalf of any Credit Party hereunder that is not made in same day funds prior to 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, and (ii) the applicable next Business Day. 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 2.9 from the date such amount was due and payable until the date such amount is paid in full. (h) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, after the occurrence and during the continuance of a Default or an Event of Default, Administrative Agent shall apply all payments in respect of any Obligations and all proceeds of the Collateral, as follows, unless Requisite Lenders consent to a different application: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due 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 the Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Agent Advances then due and payable until paid in full; (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 Borrower hereby directs 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. (i) In each instance, so long as Administrative Agent has not elected or Requisite Lenders have not required that all payments contemplated 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(h), “paid in full” with respect to interest and fees shall include interest and fees accrued after the commencement of any insolvency proceeding irrespective of whether a claim for such interest and fees is allowable in such insolvency proceeding. (k) In the event of a direct conflict between the priority provisions of Section 2.10 or Section 2.112.15(h) and other provisions contained in any other Credit Document, it is the intention of the parties hereto that both such priority provisions in each casesuch documents shall be read together and construed, net of $10to the fullest extent possible, to be paid to in concert with each other. In the Borrower event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.15(h) shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolcontrol and govern.

General Provisions Regarding Payments. (a) All payments by the Borrower Company 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 the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Administrative Agent's Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Company on the next Business Day 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, any applicable Prepayment Premium 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 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) 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 or of the commitment fees hereunder. (e) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 3:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with and subject to the terms and conditions of Section 2.10 or 2.118.1(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 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (bf) All At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 theretoObligations, including, without limitation, but not limited to all fees payable with respect thereto, to the extent proceeds received by the Administrative Agent. (d) Whenever Agent in respect of any payment to be made hereunder shall be stated to be due on a day that is not a Business Daysale, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation any collection from, or other realization upon all or any part of the payment of interest hereunder. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12. (f) Until the Borrower otherwise directsCollateral, the Borrower hereby directs that all payments contemplated in Section 2.10 or Section 2.11, in each case, net of $10, to be paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in full or in part as follows: first, ratably to pay the Obligations in respect of the Deferred Purchase Price attributable any fees (other than any Prepayment Premium), expense reimbursements, indemnities and other amounts then due and payable to the related Investment Pool.Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full;

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundsSame Day Funds, without defense, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon on the date due at the Principal Office designated by the Administrative Agent, Agent for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by Borrower on the next Business Day. (b) [Reserved.] (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each applicable Lender at such address as such Lender shall indicate in writing, such Lender’s Applicable Percentage of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, 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 of any Tranche makes Base Rate Loans in lieu of its Applicable Percentage of any LIBOR Rate Loans of such Tranche, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the 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 and such extension of time shall be included in the computation of the payment of interest hereunder or of fees hereunder. (f) [Reserved.] (g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in Same Day Funds prior to 12:00 noon to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent on until 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)Day. 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) 2.7 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and be continuing, all payments or proceeds received by the Agents hereunder in respect of any of the Obligations shall be applied: first, to pay any costs, expenses, fees, commissions and taxes (including reasonable fees, charges and disbursements of counsel to the Collateral Agent) then due Collateral Agent in connection with the sale, foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and indemnities and other amounts then due to Collateral Agent under the Credit Documents until paid in full, including without limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; second, to pay any costs, expenses, indemnities, fees or premiums (including fees, charges and disbursements of counsel to the Administrative Agent, Arrangers and Other Agents) then due to Administrative Agent, Arrangers and Other Agents under the Credit Documents until paid in full, including without limitation amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; third, to pay any costs, expenses, fees, commissions and taxes (including reasonable fees, charges and disbursements of counsel to the Secured Parties) then due to the Secured Parties in connection with the sale, foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, all expenses, liabilities and advances made or incurred by the Secured Parties in connection therewith, and indemnities and other amounts then due to the Secured Parties under the Credit Documents until paid in full, including with limitation, amounts payable under Sections 2.14, 2.15 and 2.16 and expenses under Section 10.2; fourth, ratably to pay any expenses or indemnities then due to any of the Lenders and the L/C Issuer under the Credit Documents, ratably among the Lenders and the L/C Issuer until paid in full; fifth, ratably to pay interest and fees due in respect of the Loans, L/C Obligations, L/C Borrowings and Letters of Credit, ratably among the Lenders and the L/C Issuer until paid in full; sixth, ratably to pay the principal amount of all Loans and L/C Borrowings then outstanding, ratably among the Loans shall be accompanied by payment of accrued interest on Lenders and the principal amount being repaid or prepaid. (c) The Administrative Agent shall promptly distribute L/C Issuer in proportion to each Lender at such address or via wire transfer as such Lender shall indicate the respective amounts, until paid 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 theretofull; seventh, to the extent received by the Administrative Agent. (d) 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. (e) The Administrative Agent shall give prompt telephonic notice to for the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable 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; eighth, to pay ratably any other Obligations then due and payable; and ninth, the balance, if any, to the related Investment PoolPerson lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, Agent not later than 3:00 p.m. (New York City time) on the date due via wire transfer at the Principal Office of immediately available funds the Administrative Agent for the account of Lenders. (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, and all 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 Payment Account; funds not so payment 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 related thereto, 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 Eurodollar Rate Loans, the Administrative Agent at shall give effect thereto in apportioning payments received thereafter. (e) 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. (f) The Administrative Agent shall deem any payment by or before on behalf of the Borrower hereunder that is not made in same day funds prior to 3:00 p.m. (New York City time) (unless a later time on is otherwise specified herein with respect to such due date payment) to be a non-conforming payment. Any such payment shall only not be deemed to have been received by the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except Day. The Administrative Agent shall give prompt telephonic notice to the extent such delay Borrower and each applicable Lender (confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.117.1(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 2.6 (2.7, 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 the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account of the Deferred Purchase Price attributable to the related Investment Pool.

General Provisions Regarding Payments. (a) All payments by the Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defensewithout, recoupment, setoff 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 Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) 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 or of the commitment fees hereunder. (e) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same day funds prior to 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 on until 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 Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.11)Day. 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) 2.9 from the date such amount was due and payable until the date such amount is paid in full. (bf) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms Obligations shall be applied on account of the Deferred Purchase Price attributable to the related Investment Poolin accordance with Section 2.14 hereof.

General Provisions Regarding Payments. (a) All payments by the Borrower NewPageCo of principal, interest, fees and other Obligations shall be made in Dollars in immediately available same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Principal Office designated by Administrative Agent, Agent for the account of the Lenders; for purposes of computing interest and fees, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before after that time on such due date shall only be deemed to have been paid by 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. (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 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 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. (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 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 the Administrative Agent on until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day Day. Administrative Agent shall give prompt telephonic notice to NewPageCo and each applicable Lender (except to the extent such delay confirmed in writing) if any payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as is non-conforming. Any non-conforming payment may constitute or become a Default or Event of 3:00 p.m. on such Business Day Default in accordance with the terms of Section 2.10 or 2.118.1(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 2.6 (if applicable) 2.10 from the date such amount was due and payable until the date such amount is paid in full. (bh) All If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of the principal amount any of the Loans shall be accompanied by payment of accrued interest on 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 writingObligations, 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) 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. (e) The Administrative Agent shall give prompt telephonic notice to the Borrower 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 paid to the Borrower shall be paid to the Originator Account, which the Borrower confirms shall be applied on account in accordance with the application arrangements described in Section 7.2 of the Deferred Purchase Price attributable to the related Investment PoolPledge and Security Agreement.