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 delivered to the Purchasers not later than 12:00 p.m. (New York City time) on the date due 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 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. (b) All payments 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 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) [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 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) Purchaser 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 Purchasers until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. 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 no 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. (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 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 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 delivered to the Purchasers paid not later than 12:00 p.m. (New York City time) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds 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 DayDay (provided, that any 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 Note 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, 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) [Reserved]Paying Agent shall promptly distribute to each Lender at such 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) [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. (fe) Purchaser 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 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 Purchasers 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 8.1(a7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Interest Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (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 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 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 same day funds, without defensewithout, recoupment, setoff setoff, counterclaim or counterclaim, other defense free of any restriction or condition, and delivered to the Purchasers Administrative Agent’s Account not later than 12:00 p.m. (New York City time) on the date due by wire transfer to an the Administrative Agent’s Account for the account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For purposes of computing interest and fees, Holders; funds received by such Purchasers 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. (b) All payments 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 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) [Reserved]The Administrative Agent shall promptly distribute to each Holder at such address as such Holder shall indicate in writing, 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 Administrative Agent. (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. (fe) Purchaser shall The Administrative Agent may deem any payment by or on behalf of Company 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 shall not may be deemed to have been received by the Purchasers until Administrative Agent upon the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. 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 and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (gf) 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 the Administrative 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, Obligations shall be applied in full or in part as follows: 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 all outany accrued interest (including interest at the Default Rate, if any) until paid in full, fourth, ratably to pay any Tranche A Make-of-pocket costs Whole Amount and expenses of such sale, collection Repayment Premium or other realizationmake-whole amounts until paid in full, including reasonable compensation fifth, ratably to Collateral Agent and its agents and counselpay the principal amount of all Notes then outstanding until paid in full, and all other expensessixth, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled ratably to indemnification hereunder or under pay 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 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 Purchasers; then due 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 directpayable.

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 delivered to the Purchasers Administrative Agent not later than 12:00 3:00 p.m. (New York City time) on the date due by wire transfer to an at the Principal Office of the Administrative Agent for the account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For purposes of 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 DayLenders. (b) All payments in respect of the principal amount of any Note 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 payment received payments in respect of any Note Bridge Loan on a date when interest or premium is due and payable with respect to such NoteBridge Loan) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) [Reserved]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) [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. (f) Purchaser The Administrative Agent shall deem any payment by or on behalf of Company the Borrower hereunder that is not made in same day funds prior to 12:00 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 the Purchasers 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 Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.7, if applicable, from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (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 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 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 delivered to the Purchasers Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due by wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers Administrative Agent from time to time). For purposes of computing interest and fees, funds received by such Purchasers Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next Business Day. (b) All payments in respect of the principal amount of any Note 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 Note Loan on a date when interest or premium is due and payable with respect to such NoteLoan) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) [Reserved]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 Xxxxxx’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) [Reservedreserved]. (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) Purchaser [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 Purchasers 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 Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(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 Business Day) at the Default Rate rate applicable to such payment under this Agreement from the date such amount was due and payable until the date such amount is Paid in Full. (gh) 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 any Agent hereunder or under any Collateral Document in respect of any of the Obligations, including all proceeds received by Collateral 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 out-of-reasonable and documented out of pocket costs and expenses of such sale, collection or other realization, including reasonable compensation disbursements of counsel to Collateral Agent and its agents and counselAgent, and all other reasonable and documented out of pocket expenses, liabilities (including Indemnified Liabilities) and advances made or incurred by Collateral any Agent in connection therewith, and all amounts for which Collateral any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as Collateral an Agent and not as a PurchaserLender) and all advances made by Collateral any Agent under any Collateral Document for the account of the applicable Grantor, and to the payment of all out-of-reasonable and documented out of pocket costs and expenses paid or incurred by Collateral 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 PurchasersLenders; 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 delivered to the Purchasers paid not later than 12:00 2:00 p.m. (New York City time) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds 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 DayDay (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 Note 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 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) [Reserved]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) [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. (fe) Purchaser shall deem Except as set forth in the proviso to Section 2.13(a), any payment by or on behalf of Company hereunder that is not made in same day funds prior to 12:00 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 the Purchasers Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. 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 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 paid in Fullfull. (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 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 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 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 delivered to the Purchasers Issuing Bank not later than 12:00 1:00 p.m. (New York City time) on the date due by wire transfer to an account at the Principal Office designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For the Issuing Bank; for purposes of computing interest and fees, funds received by such Purchasers 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. (b) All payments 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 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) [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. (fc) Purchaser The Issuing Bank shall deem any payment by or on behalf of Company Borrower hereunder that is not made in same day funds prior to 12:00 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 the Purchasers Issuing Bank until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Any The Issuing Bank shall give prompt telephonic notice to Borrower if any payment is non-conforming conforming. Any 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 8.1(a7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate rate determined pursuant to Section 2.4 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 paid in full hereunder, whether by acceleration, maturity (or otherwise, all payments or proceeds received by reimbursed through a withdrawal from the Cash Collateral Agent hereunder or under any Collateral Document Account as provided 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 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 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 directSection 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 delivered to the Purchasers paid not later than 12:00 p.m. (New York City time) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds 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 DayDay (provided, that any 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 Note 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, 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) [Reserved]Paying Agent shall promptly distribute to each Lender at such 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) [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. (fe) Purchaser 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 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 the Purchasers 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 non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a7.1(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 paid in Fullfull. (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 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 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 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 delivered to the Purchasers Facility Agent (or the Initial Mandated Lead Arrangers, if applicable) not later than 12:00 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 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 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 at the next Business DayPrincipal Office. (b) All payments 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 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) [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 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) Purchaser The Facility Agent shall deem any payment by or on behalf of Company the Borrower hereunder that is not made in same day immediately available funds prior to 12:00 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 the Purchasers Facility Agent until the later of (i) the time such funds become immediately available funds, ; and (ii) the applicable next Business Day. The Facility Agent shall give prompt notice to the Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(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 Rate rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (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 not otherwise been waived, and the maturity of the Obligations shall have become due and payable in full hereunderbeen accelerated pursuant to Section 8.1, whether by acceleration, maturity or otherwise, then all payments or proceeds received by Collateral Agent the Agents 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 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, application arrangements described in the Intercreditor Agreement. - 52 - CREDIT AGREEMENT (h) Where a sum is to be paid to the extent 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 excess of such proceeds, 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 all other Obligations for the ratable benefit date of receipt by the Purchasers; and thirdFacility Agent, calculated by the Facility Agent to the extent reflect its cost 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 directfunds.

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 delivered to the Purchasers Xxxxxxx Sachs not later than 12:00 2:00 p.m. (New York City time) on the date due by wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For at the Principal Office of Xxxxxxx Xxxxx; for purposes of computing interest and fees, funds received by such Purchasers 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. (b) All payments 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 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) [Reserved]. (d) [Reserved]. (e) 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. (fc) Purchaser Xxxxxxx Sachs shall deem any payment by or on behalf of Company XXXX hereunder that is not made in same day funds prior to 12:00 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 Purchasers Xxxxxxx Sachs until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Xxxxxxx Xxxxx shall give prompt telephonic notice to 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 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 rate determined pursuant to Section 2.2 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (gd) 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 Xxxxxxx Xxxxx 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 Obligations in 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 (order as it shall determine 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 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 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 directsole discretion.

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 delivered to the Purchasers not later than 12:00 p.m. (New York City time) on the date due by wire transfer to an account designated by such Purchasers Purchaser in writing (as may be updated by such Purchasers Purchaser from time to time). For purposes of 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. (b) All payments 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 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) [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 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) Purchaser [Reserved] (g) Purchasers 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 non‑conforming payment. Any such payment shall not be deemed to have been received by the Purchasers until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Any non-conforming non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(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 Business Day) at the Default Rate from the date such amount was due and payable until the date such amount is Paid in Full. (gh) 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 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 out-of-pocket costs and expenses paid or incurred by Collateral 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 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 funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to the Purchasers Agent not later than 12:00 p.m. (New York, New York City time) on the date due by wire transfer to an Agent’s Account for the account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For purposes of computing interest and fees, the Holders; funds received by such Purchasers Agent after that time on such due date shall be deemed to have been paid by Company the Issuer on the next Business Day. (b) All payments 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 prepaidprepaid (and in the case of the Second Amendment Principal Prepayment, 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) the Second Amendment Principal Prepayment shall be applied to accompanied by the payment of interest and premium then due and payable before application to principalSecond Amendment Interest Payment). (c) [Reserved]Agent shall promptly distribute to each Holder at such address as such Holder shall indicate in writing, 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) [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. No payment shall be made on a Specified Excluded Date. (fe) Purchaser Agent shall deem any payment by or on behalf of Company the Issuer hereunder that is not made in same day funds at or prior to 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 the Purchasers Agent until the later of (i) the time such funds become available funds, and (ii2) the applicable next Business Day. 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 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 Default Rate applicable rate determined pursuant to Section 2.7(a) from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (gf) 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, Obligations shall be applied in full or in part as follows: first, to payment or reimbursement of that portion of the payment of all out-of-pocket Obligations constituting fees, expenses and indemnities payable to the Agent (including any costs and expenses of such salerelated to foreclosure or realization upon, collection or other realizationprotecting, 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 (Collateral) in its capacity as Collateral Agent such, second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and not as a Purchaserindemnities 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 all advances made by Collateral Agent under any Collateral Document payable pursuant to Section 2.12(g), if any, on the Notes (including, for the account 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 applicable GrantorIssuer 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 payment of all out-of-pocket costs and expenses paid or incurred by Collateral 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 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 Issuer or as a court of competent jurisdiction may directotherwise required by any Governmental Requirement.

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 delivered to the Purchasers not later than 12:00 p.m. (New York City time) on the date due by wire transfer to an account designated by such Purchasers Purchaser in writing (as may be updated by such Purchasers Purchaser from time to time). For purposes of 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. (b) All payments 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 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) [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 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) Purchaser 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 Purchasers until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. 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 no 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. (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 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 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 delivered to the Purchasers paid not later than 12:00 p.m. (New York City time) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds 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 DayDay (provided, that any 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 Note 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, 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) [Reserved]Paying Agent shall promptly distribute to each Lender at such 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) [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. (fe) Purchaser 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 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 the Purchasers 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 non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a7.1(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 paid in Fullfull. (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 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 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 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 Purchasers paid not later than 12:00 4:00 p.m. (New York City timeTime) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds Funds received by such Purchasers after that time on such due date shall be deemed to have been paid by Company the Borrower on the next Business DayDay (provided, that any repayment made pursuant to Section 0 or any application of funds by the Servicer pursuant to Section 0 on any Distribution Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 0). (b) All payments in respect of the principal amount of any Note 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 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) [Reserved].On or before the first (1st) Business Day following the distribution of funds by the Servicer on a Distribution Date in accordance with Section 0, Section 0 and Section 0, the Servicer shall deliver to the Verification Agent the Weekly Distribution Report in respect of such distribution of funds together with 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) [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. (fe) Purchaser Except as set forth in the proviso to Section 0, 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 12:00 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 the Purchasers Lenders until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Lenders shall give prompt notice via electronic mail to the Borrower, the Facility Agent and 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 8.1(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 Rate 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 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 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 delivered to the Purchasers paid not later than 12:00 p.m. (New York City time) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds 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 DayDay (provided, that any 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 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, 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) [Reserved]Paying Agent shall promptly distribute to each Purchaser at such address as such Purchaser shall indicate in writing, the applicable Pro Rata Share of each 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) [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. (fe) Purchaser 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 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 the Purchasers 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 non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a7.1(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 paid in Fullfull. (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 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 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. (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, and delivered to the Purchasers account of Xxxx in the United States of America most recently designated by it for such purpose and received by Xxxx not later than 12:00 4:00 p.m. (New York City time) on the date due by wire transfer to an for the account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For purposes of 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 DayPersons entitled thereto. (bii) All payments in respect of the principal amount of any Note 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 all on any date on which 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 in accordance with respect to Article 8 of the Monetization Master Agreement, all such Note) payments on such date shall be applied to the payment of interest and premium then due and payable before application to principal. (ciii) [Reserved]. (d) [Reserved]. (e) Whenever Subject to the proviso set forth in the definition of “Interest Period”, 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 ​ ​ ​ (fiv) Purchaser shall deem any Any payment hereunder by or on behalf of the Company hereunder to Xxxx that is not made received by Xxxx in same day funds prior to 12:00 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 the Purchasers until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. 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 no 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. (gv) If an Event of Default shall have occurred and not otherwise the maturity of the Advances shall have been waived, and accelerated pursuant to Section 16.2(a) of the Obligations have become due and payable in full hereunder, whether by acceleration, maturity or otherwiseMonetization Master Agreement, all payments or proceeds received by Collateral Agent hereunder or under any Collateral Document Xxxx in respect of any of the ObligationsSecured Obligations hereunder, including all proceeds received by Collateral Agent in respect of or from any salesale of, any collection from, 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 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, of the Monetization Master Agreement. (vi) Xxxx shall have absolute discretion as to the extent time of application 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 moneys 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 directbalances in accordance with this Agreement.

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 delivered to Administrative Agent, for the Purchasers account of Lenders, not later than 12:00 3:00 p.m. (New York City time) on the date such payment is due by wire transfer and payable to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)Administrative Agent’s Account. For purposes of computing interest and fees, funds Funds received by such Purchasers Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next Business Day. (b) All payments in respect of the principal amount of any Note Term Loan shall be accompanied by payment of accrued interest (other than as provided for in Section 2.11(a)) 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) [Reserved]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) [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. (fe) Purchaser 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 3:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Purchasers Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Any Administrative Agent shall give prompt notice to Company and each applicable Lender (confirmed in writing) if any payment is non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a)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 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (gf) If At any time an Application Event has occurred and is continuing, or the maturity of Default the Obligations shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full hereunder, whether by acceleration, maturity or otherwiseaccelerated pursuant to Section 8.2, all payments or proceeds received by Collateral Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including including, but not limited to all proceeds received by Collateral 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 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 Obligations 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 connection with the exercise respect of any right or remedy hereunder or under fees (other than any Collateral DocumentYield Maintenance Premium), all expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in accordance with the terms hereof or thereoffull; 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 Yield Maintenance 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 Term Loan 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 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 that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of clause eighth of Section 2.12(f), “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any excess of such proceedsInsolvency Proceeding), to the payment of all other Obligations for the ratable benefit of the Purchasers; default interest, interest on interest, and thirdexpense reimbursements, to the extent of any excess of such proceeds, to the payment to whether or upon the order of such Grantor or to whosoever may be lawfully entitled to receive not the same would be or as a court of competent jurisdiction may directis allowed or disallowed in whole or in part in any Insolvency Proceeding.

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 delivered to the Purchasers Facility Agent (or the Initial Mandated Lead Arrangers, if applicable) not later than 12:00 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 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 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 at the next Business DayPrincipal Office. (b) All payments 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 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) [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 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) Purchaser The Facility Agent shall deem any payment by or on behalf of Company the Borrower hereunder that is not made in same day immediately available funds prior to 12:00 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 the Purchasers Facility Agent until the later of (i) the time such funds become immediately available funds, ; and (ii) the applicable next Business Day. The Facility Agent shall give prompt notice to the Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(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 Rate rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (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 not otherwise been waived, and the maturity of the Obligations shall have become due and payable in full hereunderbeen accelerated pursuant to Section 8.1, whether by acceleration, maturity or otherwise, then all payments or proceeds received by Collateral Agent the Agents 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 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, application arrangements described in the Intercreditor Agreement. (h) Where a sum is to be paid to the extent 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 excess of such proceeds, 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 all other Obligations for the ratable benefit date of receipt by the Purchasers; and thirdFacility Agent, calculated by the Facility Agent to the extent reflect its cost 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 directfunds.

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 funds, same day funds without defense, recoupment, setoff setoff, counterclaim or counterclaim, free of any restriction or conditionother defense, and delivered to the Purchasers Agent not later than 12:00 p.m. (New York, New York City time) on the date due by wire transfer to an the Agent’s Account for the account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For purposes of computing interest and fees, the Holders; funds received by such Purchasers 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. (b) All payments 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, 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 principalapplicable Make-Whole Amount and/or Repayment Fee. (c) [Reserved]The Agent shall promptly distribute to each Holder at such address as such Holder shall indicate in writing, 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. (d) [Reserved]. (e) 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. (fe) Purchaser The Agent shall deem any payment by or on behalf of Company the Issuer hereunder that is not made in same day funds at or prior to 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 the Purchasers Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. 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 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 Default Rate applicable rate determined pursuant to Section 3.1 and Section 3.3 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (gf) 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 the 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, Obligations shall be applied in full or in part as follows: first, to payment or reimbursement of that portion of the payment of all out-of-pocket Obligations constituting fees, expenses and indemnities payable to the Agent (including any costs and expenses of such salerelated to foreclosure or realization upon, collection or other realizationprotecting, 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 (Collateral) in its capacity as Collateral Agent such, second, Payment in Full of the principal and not as a Purchaserother 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 all advances made by Collateral Agent under any Collateral Document payable pursuant to clause (g) below, if any, on the Notes (including, for the account 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 applicable GrantorIssuer 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 payment of all out-of-pocket costs and expenses paid or incurred by Collateral 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 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 Issuer or as a court of competent jurisdiction may directotherwise required by any Governmental Requirement.

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 delivered to the Purchasers paid not later than 12:00 p.m. (New York City time) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds Funds received by such Purchasers after that time on such due date shall be deemed to have been paid by Company Borrower on the next Business DayDay (provided, that any application of funds by 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 Administrative Agent shall promptly cause to be distributed to each Lender, at such address as such Lender shall indicate in writing, the applicable Pro Rata Share of each such Lender of all payments in principal and interest due hereunder, together with all other amounts due with respect of the principal amount of any Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidthereto, and including, without limitation, 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 fees payable with respect to such Note) shall be applied thereto, to the payment of interest and premium then due and payable before application to principalextent received by Administrative Agent. (c) [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 any fees or other amounts due hereunder. (fd) Purchaser shall deem Except as set forth in the proviso to Section 2.13(a), any payment by or on behalf of Company Borrower hereunder that is not made in same day funds prior to 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 the Purchasers 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. Administrative Agent shall give prompt notice via electronic mail to 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 8.1(a7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day but no longer than one (1) Business Day) at the Default Rate rate otherwise applicable to such paid amount from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (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 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 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 delivered to the Purchasers paid not later than 12:00 p.m. (New York City time) on the date due by via wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time)of immediately available funds. For purposes of computing interest and fees, funds 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 DayDay (provided, that any 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 Note 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, 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) [Reserved]Paying Agent shall promptly distribute to each Lender at such 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) [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. (fe) Purchaser 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 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 the Purchasers 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 non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a7.1(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 paid in Fullfull. (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 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 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 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 Purchasers Issuing Bank not later than 12:00 p.m. (New York City time) on the date due by wire transfer to an account designated by such Purchasers in writing (as may be updated by such Purchasers from time to time). For at the payment office of Issuing Bank; for purposes of computing interest and fees, funds received by such Purchasers 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. (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 Note 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 prepaid, and all such payments (and, available 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 principalits accounts for that purpose). (c) [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 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) Purchaser Issuing Bank shall deem any payment by or on behalf of Company 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 Purchasers Issuing Bank until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Issuing Bank shall give prompt telephonic notice to 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 8.1(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 Rate rate determined pursuant to Section 2.2 from the date such amount was due and payable until the date such amount is Paid paid in Fullfull. (gd) If an Event Any proceeds 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 Collateral received by Collateral Agent hereunder Issuing Bank shall be applied first, to pay any fees, indemnities, or under any Collateral Document 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, including all proceeds received by Collateral Agent in respect . (e) If after receipt of any sale, any collection from, or other realization upon payment which is applied to the payment of all or any part of the CollateralObligations, 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 applied 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 part as follows: first, to reliance upon such payment or application of proceeds. The provisions of this Section 2.5(e) shall survive the payment termination 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 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 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 directthis Agreement.