Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. (a) All payments by 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 paid not later than 2:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (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) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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. (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) Except as set forth in the proviso to Section 2.13(a), Paying 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) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent 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 7.1(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 Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (a) All payments by 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 paid delivered to the Purchasers not later than 2:00 12:00 p.m. (New York City time) on the date due via by wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For purposes of immediately available funds. Funds computing interest and fees, funds received by such Purchasers after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payment received in respect of any Note on a date when interest or premium is due and payable with respect to such Note) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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[Reserved]. (d) [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. (ef) Except as set forth in the proviso to Section 2.13(a), Paying Agent Purchaser 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 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 Paying Agent the Purchasers until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent 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 7.1(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 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 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 Collateral Agent hereunder or under any Collateral Document in respect of any of the Obligations, including all proceeds received by Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: first, to the payment of all out-of-pocket costs and expenses of such sale, collection or other realization, including reasonable compensation to Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as Collateral Agent and not as a Purchaser) and all advances made by Collateral Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all out-of-pocket costs and expenses paid or incurred by Collateral Agent in fullconnection 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 Purchasers; 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 payments by 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 paid not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment repayment made pursuant to Section 2.11(c)(vii)(B) or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (b) All payments in respect of the principal amount of any Revolving Loan (other than 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) Paying Agent shall promptly distribute to each Lender to at such account address as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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 Paying 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) Except as set forth in the proviso to Section 2.13(a), Paying 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 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 Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent 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 7.1(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 Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (a) All payments by Company the Issuer 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 paid delivered to the Administrative Agent’s Account not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer to the Administrative Agent’s Account for the account of immediately available funds. Funds Holders; funds received by the Administrative Agent after that time on such due date shall may be deemed to have been paid by Company the Issuer on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments prepayments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid. (c) Paying The Administrative Agent shall promptly distribute to each Lender to Holder at such account address as such Lender Holder shall indicate in writing, the such Holder’s applicable Pro Rata Share of each Lender 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) Except as set forth in the proviso to Section 2.13(a), Paying The Administrative Agent shall may deem any payment by or on behalf of Company the Issuer hereunder to them that is not made in same day funds prior to 2:00 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not may be deemed to have been received by Paying Administrative Agent until upon the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company Interest and Administrative Agent 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 7.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied first, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent under the Note Documents until paid in full, second, ratably to pay any expenses, fees or indemnities then due to any of the Holders under the Note Documents, until paid in full, third, ratably to the payment of any accrued interest (including interest at the Default Rate, if any) until paid in full, fourth, ratably to pay any Tranche A Make-Whole Amount and Repayment Premium or other make-whole amounts until paid in full, fifth, ratably to pay the principal amount of all Notes then outstanding until paid in full, and sixth, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by Company 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 paid delivered to the Administrative Agent not later than 2:00 3:00 p.m. (New York City time) on the date due via wire transfer at the Principal Office of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment made or any application Administrative Agent for the account of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Lenders. (b) All payments in respect of the principal amount of any Bridge 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 Bridge Loan on a date when interest is due and payable with respect to such Bridge Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Paying The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender to at such account address as such Lender shall indicate in writing, the such Lender’s applicable Pro Rata Share of each Lender of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect related thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) [Reserved.] (e) Whenever any payment to be made hereunder with respect to any Bridge 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 hereunderDay. (ef) Except as set forth in the proviso to Section 2.13(a), Paying The Administrative Agent shall deem any payment by or on behalf of Company the Borrower hereunder to them that is not made in same day funds prior to 2:00 3:00 p.m. (New York City time) (unless a later time is otherwise specified herein with respect to such payment) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying The Administrative Agent shall give prompt telephonic notice via electronic mail to Company the Borrower and Administrative Agent each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(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 Interest 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.

General Provisions Regarding Payments. (a) All payments by 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 paid not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment repayment made pursuant to Section 2.11(c)(vii)(B) or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (b) All payments in respect of the principal amount of any Revolving Loan (other than 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) Paying Agent shall promptly distribute to each Lender to at such account address as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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 Paying 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) Except as set forth in the proviso to Section 2.13(a), Paying 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 12:00 p.m. (New York City time) to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at EAST\142259790.4 51 the Default Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (a) All payments by 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 paid not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment repayment made pursuant to Section 2.11(c)(vii)(B) or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (b) All payments in respect of the principal amount of any Revolving Loan (other than 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) Paying Agent shall promptly distribute to each Lender to at such account address as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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 Paying 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) Except as set forth in the proviso to Section 2.13(a), Paying 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 12:00 p.m. (New York City time) to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (ai) All payments by the Company or any other Transaction Party of principal, interest, fees and other Obligations amounts required to be made hereunder shall be made by wire transfer of same day funds in Dollars in immediately available fundsDollars, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, to the account of Xxxx in the United States of America most recently designated by it for such purpose and paid received by Xxxx not later than 2:00 4:00 p.m. (New York City time) on the date due via wire transfer for the account of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Persons entitled thereto. (bii) All payments in respect of the principal amount of any Loan shall be accompanied by payment of and all accrued interest on the principal amount being of any Advance repaid or prepaidprepaid by the Company pursuant to the terms and conditions hereof shall be payable to Xxxx and shall be payable to Xxxx in accordance with Article 8 of the Monetization Master Agreement, and on any date on which such interest is due and payable in accordance with Article 8 of the Monetization Master Agreement, all such payments on such date shall be applied to the payment of interest then due and payable before application to principal. (ciii) Paying Agent shall promptly distribute Subject to each Lender to such account as such Lender shall indicate the proviso set forth in writingthe definition of “Interest Period”, the applicable Pro Rata Share of each 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. (d) Whenever whenever any payment to be made hereunder with respect to any Advance shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day Day, and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder.. 4159-0352-3661.14 ​ ​ ​ (eiv) Except as set forth in the proviso to Section 2.13(a), Paying Agent shall deem any Any payment hereunder by or on behalf of the Company hereunder to them Xxxx that is not made received by Xxxx in same day funds prior to 2:00 4:00 p.m. (New York City time) on the date due (or in the case of any payments due in accordance with Article 8 of the Monetization Master Agreement, by the time such amount is required to be a non-conforming payment. Any such payment received in accordance with the terms thereof) shall, unless Xxxx shall not determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 7.5), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received by Paying Agent until the later of (i) the time such funds become available funds, and ). (iiv) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or If an Event of Default shall have occurred and the maturity of the Advances shall have been accelerated pursuant to Section 16.2(a) of the Monetization Master Agreement, all payments or proceeds received by Xxxx in respect of any of the Secured Obligations hereunder, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall be applied in accordance with the terms of Section 7.1(a). Interest the Monetization Master Agreement. (vi) Xxxx shall continue to accrue on any principal have absolute discretion as to which a non-conforming payment is made until the time of application of any such funds become available funds (but proceeds, moneys or balances in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in fullaccordance with this Agreement.

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, and paid delivered to the Facility Agent (or the Initial Mandated Lead Arrangers, if applicable) not later than 2:00 p.m. 11:00 a.m. (New York City time) (or such other customary time specified by the Facility Agent to the Borrower from time to time by prior written notice) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on at the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Principal Office. (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) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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. (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) Except as set forth in the proviso to Section 2.13(a), Paying The Facility Agent shall deem any payment by or on behalf of Company the Borrower hereunder to them that is not made in same day immediately available funds prior to 2:00 p.m. 11:00 a.m. (New York City time) (or such other customary time specified by the Facility Agent to the Borrower from time to time by prior written notice) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying the Facility Agent until the later of (i) the time such funds become immediately available funds, ; and (ii) the applicable next Business Day. Paying The Facility Agent shall give prompt notice via electronic mail to Company the Borrower and Administrative Agent each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become immediately 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 Interest Rate rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (c) 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, 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 of interest then due and payable before application to principal, or as otherwise set forth in the Intercreditor Agreement. (d) The Facility Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender 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 all fees payable with respect thereto, to the extent received by the Facility Agent. (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 instead be made on the next succeeding Business Day, unless such next succeeding Business Day falls in the next calendar month, in which case such payment shall instead be made on the first preceding Business Day. (f) The Borrower hereby authorizes the Facility Agent to charge the Interest Reserve Account and the Mandatory Prepayment Account in order to cause timely payment to be made to the Facility Agent of all principal, interest, fees and expenses due hereunder or any other fund transfers specified herein (subject to sufficient funds being available in the Interest Reserve Account and the Mandatory Prepayment Account for that purpose). (g) If an Event of Default shall have occurred and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, then all payments or proceeds received by the Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in the Intercreditor Agreement. - 52 - CREDIT AGREEMENT (h) Where a sum is to be paid to the Facility Agent under the Credit Documents for another party under this Agreement, the Facility Agent is not obliged to pay such sum to such other party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received (or will receive, in the case of the disbursement of the Term Loans) such sum; and if the Facility Agent pays an amount to another party under this Agreement and it proves to be the case that the Facility Agent has not or does not actually receive such amount, then the party to whom such amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on such amount from the date payment of the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

General Provisions Regarding Payments. (a) All payments by Company 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 paid delivered to Issuing Bank not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer at the payment office of immediately available funds. Funds Issuing Bank; for purposes of computing interest and fees, funds received by Issuing Bank after that time on such due date shall be deemed to have been paid by Company Borrower on the next succeeding Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments Borrower hereby authorizes Issuing Bank to charge Borrower’s accounts with Issuing Bank in respect order to cause timely payment to be made to Issuing Bank of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount all principal, interest, fees and expenses due hereunder (subject to sufficient funds being repaid or prepaidavailable in its accounts for that purpose). (c) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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. (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) Except as set forth in the proviso to Section 2.13(a), Paying Agent Issuing Bank shall deem any payment by or on behalf of Company Borrower hereunder to them that is not made in same day funds prior to 2:00 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 Paying Agent Issuing Bank until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent Issuing Bank shall give prompt telephonic notice via electronic mail to Company and Administrative Agent Borrower (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 7.1(a)8. 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 Interest Rate rate determined pursuant to Section 2.6 2.2 from the date such amount was due and payable until the date such amount is paid in full. (d) Any proceeds of Collateral received by Issuing Bank shall be applied first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Issuing Bank from Borrower, second, to pay interest due in respect of unreimbursed LC Disbursements, third, to pay unreimbursed LC Disbursements, fourth, to pay an amount to Issuing Bank equal to 100% of the undrawn face amount of the Letter of Credit, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Obligation due to Issuing Bank by Borrower. Issuing Bank shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. (e) If after receipt of any payment which is applied to the payment of all or any part of the Obligations, Issuing Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by Issuing Bank. The provisions of this Section 2.5(e) shall be and remain effective notwithstanding any contrary action which may have been taken by Issuing Bank in reliance upon such payment or application of proceeds. The provisions of this Section 2.5(e) shall survive the termination of this Agreement.

General Provisions Regarding Payments. (a) All payments by Company 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 paid not later than 2:00 4:00 p.m. (New York City timeTime) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company the Borrower on the next Business Day (provided, that any prepayment repayment made pursuant to Section 0 or any application of funds by Paying Agent the Servicer pursuant to Section 2.12 0 on any Interest Payment Distribution Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.130). (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) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate On or before the first (1st) Business Day following the distribution of funds by the Servicer on a Distribution Date in writingaccordance with Section 0, Section 0 and Section 0, the applicable Pro Rata Share Servicer shall deliver to the Verification Agent the Weekly Distribution Report in respect of each Lender such distribution of all payments and prepayments of principal and interest due hereunder, funds together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto.evidence satisfactory to the Verification Agent that effective wires have been initiated to the payees set forth in such Weekly Distribution Report in accordance (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) Except as set forth in the proviso to Section 2.13(a)0, Paying Agent the Lenders shall deem any payment by or on behalf of Company the Borrower hereunder to them that is not made in same day funds prior to 2:00 4:00 p.m. (New York City timeTime) to be a non-conforming payment, provided that such non-conforming payment results from the Borrower’s actions. Any such payment shall not be deemed to have been received by Paying Agent the Lenders until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent The Lenders shall give prompt notice via electronic mail to Company the Borrower, the Facility Agent and Administrative the Class B Agent 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 7.1(a)0. 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 Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full).

General Provisions Regarding Payments. (a) All payments by 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 paid not later than 2:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (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) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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. (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) Except as set forth in the proviso to Section 2.13(a), Paying 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) shall be deemed to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent 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 7.1(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 Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (a) All payments by 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 paid not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment repayment made pursuant to Section 2.11(c)(vii)(B) or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (b) All payments in respect of the principal amount of any Revolving Loan (other than 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) Paying Agent shall promptly distribute to each Lender to at such account address as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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 Paying 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) Except as set forth in the proviso to Section 2.13(a), Paying 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 12:00 p.m. (New York City time) to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (a) All payments by Company 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 paid not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company Borrower on the next Business Day (provided, that any prepayment made or any application of funds by Paying the Administrative Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (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) Paying Administrative Agent shall promptly distribute cause to be distributed to each Lender to Lender, at such account 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. (dc) 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 any fees or other amounts due hereunder. (ed) Except as set forth in the proviso to Section 2.13(a), Paying Agent shall deem any payment by or on behalf of Company Borrower hereunder to them that is not made in same day funds prior to 2:00 12:00 p.m. (New York City time) to shall be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available fundsfunds (but no longer than one (1) Business Day), and (ii) the applicable next Business Day. Paying Administrative Agent shall give prompt notice via electronic mail to Company and Administrative Agent Borrower 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 7.1(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 but no longer than one (1) Business Day) at the Default Interest Rate determined pursuant rate otherwise applicable to Section 2.6 such paid amount from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff set-off or counterclaim, free of any restriction or condition, and paid delivered to the Facility Agent (or the Initial Mandated Lead Arrangers, if applicable) not later than 2:00 p.m. 11:00 a.m. (New York City time) (or such other customary time specified by the Facility Agent to the Borrower from time to time by prior written notice) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on at the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Principal Office. (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) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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. (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) Except as set forth in the proviso to Section 2.13(a), Paying The Facility Agent shall deem any payment by or on behalf of Company the Borrower hereunder to them that is not made in same day immediately available funds prior to 2:00 p.m. 11:00 a.m. (New York City time) (or such other customary time specified by the Facility Agent to the Borrower from time to time by prior written notice) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying the Facility Agent until the later of (i) the time such funds become immediately available funds, ; and (ii) the applicable next Business Day. Paying The Facility Agent shall give prompt notice via electronic mail to Company the Borrower and Administrative Agent each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become immediately 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 Interest Rate rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (c) 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, 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 of interest then due and payable before application to principal, or as otherwise set forth in the Intercreditor Agreement. (d) The Facility Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender 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 all fees payable with respect thereto, to the extent received by the Facility Agent. (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 instead be made on the next succeeding Business Day, unless such next succeeding Business Day falls in the next calendar month, in which case such payment shall instead be made on the first preceding Business Day. (f) The Borrower hereby authorizes the Facility Agent to charge the Interest Reserve Account and the Mandatory Prepayment Account in order to cause timely payment to be made to the Facility Agent of all principal, interest, fees and expenses due hereunder or any other fund transfers specified herein (subject to sufficient funds being available in the Interest Reserve Account and the Mandatory Prepayment Account for that purpose). (g) If an Event of Default shall have occurred and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, then all payments or proceeds received by the Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in the Intercreditor Agreement. (h) Where a sum is to be paid to the Facility Agent under the Credit Documents for another party under this Agreement, the Facility Agent is not obliged to pay such sum to such other party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received (or will receive, in the case of the disbursement of the Term Loans) such sum; and if the Facility Agent pays an amount to another party under this Agreement and it proves to be the case that the Facility Agent has not or does not actually receive such amount, then the party to whom such amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on such amount from the date payment of the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

General Provisions Regarding Payments. (a) All payments by 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 paid delivered to Purchasers not later than 2:00 12:00 p.m. (New York City time) on the date due via by wire transfer to an account designated by such Purchaser in writing (as may be updated by Purchaser from time to time). For purposes of immediately available funds. Funds computing interest and fees, funds received by Purchasers after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payment received in respect of any Note on a date when interest or premium is due and payable with respect to such Note) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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[Reserved]. (d) [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. (ef) Except as set forth in the proviso to Section 2.13(a), Paying Agent [Reserved] (g) Purchasers 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 12:00 p.m. (New York City time) to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by Paying Agent Purchasers until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non-conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(aEvent (a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 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 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 Collateral Agent hereunder or under any Collateral Document in respect of any of the Obligations, including all proceeds received by Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Purchaser) and all advances made by Collateral 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 Collateral Agent in fullconnection 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 Purchasers; 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 payments by Company the Issuer of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundssame day funds without recoupment, without setoff, counterclaim or other defense, recoupment, setoff or counterclaim, free of any restriction or condition, and paid delivered to Agent not later than 2:00 12:00 p.m. (New York, New York City time) on the date due via wire transfer to Agent’s Account for the account of immediately available funds. Funds the Holders; funds received by Agent after that time on such due date shall be deemed to have been paid by Company the Issuer on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments prepayments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidprepaid (and in the case of the Second Amendment Principal Prepayment, such payment of the Second Amendment Principal Prepayment shall be accompanied by the Second Amendment Interest Payment). (c) Paying Agent shall promptly distribute to each Lender to Holder at such account address as such Lender Holder shall indicate in writing, the such Holder’s applicable Pro Rata Share of each Lender 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 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. No payment shall be made on a Specified Excluded Date. (e) Except as set forth in the proviso to Section 2.13(a), Paying Agent shall deem any payment by or on behalf of Company the Issuer hereunder to them that is not made in same day funds at or prior to 2:00 12:00 p.m. (New York, New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii2) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company Interest and Administrative Agent 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 7.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate applicable rate determined pursuant to Section 2.6 2.7(a) from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by Agent 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 10.3 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, Repayment Fee or other amount due and payable pursuant to Section 2.12(g), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 2.12(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 of the Obligations shall have been indefeasibly paid in full in cash, shall be paid to the Issuer or as otherwise required by any Governmental Requirement.

General Provisions Regarding Payments. (a) All Except as set forth herein, all payments by Company 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 paid delivered to the Issuing Bank not later than 2:00 1:00 p.m. (New York City time) on the date due via wire transfer at the Principal Office designated by the Issuing Bank; for purposes of immediately available funds. Funds computing interest and fees, funds received by the Issuing Bank after that time on such due date shall be deemed to have been paid by Company Borrower on the next succeeding Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)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) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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. (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. (ec) Except as set forth in the proviso to Section 2.13(a), Paying Agent The Issuing Bank shall deem any payment by or on behalf of Company Borrower hereunder to them that is not made in same day funds prior to 2:00 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 Paying Agent the Issuing Bank until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent The Issuing Bank shall give prompt telephonic notice via electronic mail to Company and Administrative Agent Borrower if any payment is non-conforming. Any non-conforming payment not conformed according to the following sentence and not fully reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.1(e) may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(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 Interest Rate rate determined pursuant to Section 2.6 2.4 from the date such amount was due and payable until the date such amount is paid in fullfull (or reimbursed through a withdrawal from the Cash Collateral Account as provided in Section 2.1(e)).

General Provisions Regarding Payments. (a) All payments by 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 paid delivered to Purchasers not later than 2:00 12:00 p.m. (New York City time) on the date due via by wire transfer to an account designated by such Purchaser in writing (as may be updated by Purchaser from time to time). For purposes of immediately available funds. Funds computing interest and fees, funds received by Purchasers after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payment received in respect of any Note on a date when interest or premium is due and payable with respect to such Note) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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[Reserved]. (d) [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. (ef) Except as set forth in the proviso to Section 2.13(a), Paying Agent Purchaser 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 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 Paying Agent Purchasers until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent 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 7.1(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 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 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 Collateral Agent hereunder or under any Collateral Document in respect of any of the Obligations, including all proceeds received by Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: first, to the payment of all out-of-pocket costs and expenses of such sale, collection or other realization, including reasonable compensation to Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as Collateral Agent and not as a Purchaser) and all advances made by Collateral Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all out-of-pocket costs and expenses paid or incurred by Collateral Agent in fullconnection 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 Purchasers; 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 payments by 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 paid not later than 2:00 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds. Funds received after that time on such due date shall be deemed to have been paid by Company on the next Business Day (provided, that any prepayment repayment made pursuant to Section 2.11(c)(vii)(B) or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13). (b) All payments in respect of the principal amount Aggregate Outstanding Amount of any Loan Note (other than voluntary prepayments of Notes or payments pursuant to Section 2.10) shall be accompanied by payment of accrued interest on the principal amount Aggregate Outstanding Amount being repaid or prepaid. (c) Paying Agent shall promptly distribute to each Lender to Purchaser at such account address as such Lender Purchaser shall indicate in writing, the applicable Pro Rata Share of each Lender Purchaser 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 Paying 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) Except as set forth in the proviso to Section 2.13(a), Paying 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 12:00 p.m. (New York City time) to be a non-conforming non‑conforming payment. Any such payment shall not be deemed to have been received by Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non-conformingnon‑conforming. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

General Provisions Regarding Payments. (a) All payments by Company Account 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 paid delivered to Administrative Agent not later than 2:00 1:00 p.m. (New York City time) on the date due via wire transfer at the Principal Office designated by Administrative Agent for the account of immediately available funds. Funds Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company Account Party on the next succeeding Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied Administrative Agent (or its agent or sub-agent appointed by payment of accrued interest on the principal amount being repaid or prepaid. (cit) Paying Agent shall promptly distribute to each Lender to at such account address as such Lender shall indicate in writing, the applicable Pro Rata Share of each Lender of all payments and prepayments of principal and interest amount due hereunderto such Lender, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect theretoto the extent received by Administrative Agent. (dc) 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. (ed) Except as set forth in the proviso to Section 2.13(a), Paying Administrative Agent shall deem any payment by or on behalf of Company Account Party hereunder to them that is not made in same day funds prior to 2:00 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 Paying Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Administrative Agent shall give prompt telephonic notice via electronic mail to Company Account Party and Administrative Agent each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment not conformed according to the following sentence and not fully reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.1(d) may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in fullfull (or reimbursed through a withdrawal from a Cash Collateral Account as provided in Section 2.1(d)).

General Provisions Regarding Payments. (a) All payments by Company XXXX of principal, interest, fees and other the 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 paid delivered to Xxxxxxx Sachs not later than 2:00 p.m. (New York City time) on the date due via wire transfer at the Principal Office of immediately available funds. Funds Xxxxxxx Xxxxx; for purposes of computing interest and fees, funds received by Xxxxxxx Sachs after that time on such due date shall be deemed to have been paid by Company XXXX on the next succeeding Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)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) Paying Agent shall promptly distribute to each Lender to such account as such Lender shall indicate in writing, the applicable Pro Rata Share of each 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. (d) Whenever any payment to be made hereunder with respect to any amount 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 hereunderDay. (ec) Except as set forth in the proviso to Section 2.13(a), Paying Agent Xxxxxxx Sachs shall deem any payment by or on behalf of Company XXXX hereunder to them 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 Paying Agent Xxxxxxx Sachs until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent Xxxxxxx Xxxxx shall give prompt telephonic notice via electronic mail to Company and Administrative Agent XXXX 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 7.1(a8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate rate determined pursuant to Section 2.6 2.2 from the date such amount was due and payable until the date such amount is paid in full. (d) If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received Xxxxxxx Xxxxx in respect of any of the Obligations, shall be applied to the Obligations in such order as it shall determine in its sole discretion.

General Provisions Regarding Payments. (a) All payments by Company the Issuer of principal, interest, fees and other Obligations shall be made in Dollars in immediately available fundssame day funds without recoupment, without setoff, counterclaim or other defense, recoupment, setoff or counterclaim, free of any restriction or condition, and paid delivered to the Agent not later than 2:00 12:00 p.m. (New York, New York City time) on the date due via wire transfer to the Agent’s Account for the account of immediately available funds. Funds the Holders; funds received by the Agent after that time on such due date shall be deemed to have been paid by Company the Issuer on the next Business Day (provided, that any prepayment made or any application of funds by Paying Agent pursuant to Section 2.12 on any Interest Payment Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.13)Day. (b) All payments prepayments in respect of the principal amount of any Loan Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidprepaid and any applicable Make-Whole Amount and/or Repayment Fee. (c) Paying The Agent shall promptly distribute to each Lender to Holder at such account address as such Lender Holder shall indicate in writing, the such Holder’s applicable Pro Rata Share of each Lender 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 Agent. (d) Whenever any payment to be made hereunder (other than any payment at maturity) 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) Except as set forth in the proviso to Section 2.13(a), Paying The Agent shall deem any payment by or on behalf of Company the Issuer hereunder to them that is not made in same day funds at or prior to 2:00 12:00 p.m. (New York, New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Paying the Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company Interest and Administrative Agent 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 7.1(a). Interest fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate applicable rate determined pursuant to Section 2.6 3.1 and Section 3.3 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by the Agent 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, Payment in Full of the principal and other outstanding Obligations, if any, in respect of the New Money Notes, third, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders and the other Secured Parties, fourth, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes, fifth, pro rata to pay the Change of Control Premium, the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant to clause (g) below, if any, on the Notes (including, for the avoidance of doubt, any Change of Control Premium, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to clause (g) below resulting from the prepayment of principal under clause sixth below), sixth, 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, seventh, pro rata to any other Obligations, and eighth, any excess, after all of the Obligations shall have been Paid in Full in cash, shall be paid to the Issuer or as otherwise required by any Governmental Requirement.