Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds without, recoupment, setoff, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account for the account of Xxxxxxx. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day. (b) All repayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due). (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent 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 the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations Company under this Article II shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account , for the account of Xxxxxxx. Funds Lenders, not later than 4:00 p.m. to Administrative Agent’s Account; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next Business Day. (b) All repayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due). (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due made by Company hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (dc) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunderDay. (ed) The Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 4:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by 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 and fees shall continue to accrue in accordance with Section 2.14 on any principal amount as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due to at the Principal Office of the Administrative Agent’s Account Agent for the account of Xxxxxxx. Funds the Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) To the extent any payments are received by the The Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall not be included in the computation of the payment of interest hereunder. (e) The Except as otherwise agreed to by a Lender, the Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent 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 7.1. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable an Event of Default under Section 7.1(a) resulted from the failure to make appropriate payment until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion be continuing, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to Section 7.1 or payments or proceeds are received as a result of the exercise of remedies with respect to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)Collateral, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Obligations Obligations, shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent applied in connection accordance with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid application arrangements described in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any Section 9 of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payableSecurity Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or conditioncondition or, except as set forth in Section 2.6(de)provided herein, withholding or deduction for Tax, and delivered to the Administrative Agent not later than 12:00 1:00 p.m. (New York City time) on the date due to (or not later than 5:00 p.m. (New York City time) in the case of a Maturity Date falling on April 26, 2011) at the Principal Office designated by Administrative Agent’s Account Agent for the account of Xxxxxxx. Funds Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Borrowers on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunderDay. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower Borrowers 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 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 Borrowers and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(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 applicable rate determined pursuant to Section 2.6 2.10 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.1, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Obligations Obligations, shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent applied in connection accordance with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid application arrangements described in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any Section 10.1 of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due Pledge and payableSecurity Agreement.

General Provisions Regarding Payments. (a) All payments The Borrower shall make each payment required to be made by the Borrower or any Loan Party it hereunder (whether of principal, interest, fees and other Obligations shall be made in Dollars in same day funds without, recoupment, setoff, counterclaim or other defense free of any restriction or conditionObligations) prior to 12:00 noon, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) , on the date due to when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent’s Account for the account of Xxxxxxx. Funds received by the Administrative Agent after that time on such due date shall , be deemed to have been paid by the Borrower received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in addition accordance with the amounts of interest and fees then due to any Premium due)such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) To If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent any necessary so that the benefit of all such payments are received shall be shared by the Administrative Agent instead of Lenders ratably in accordance with Section 2.12(athe aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and all or Section 2.12(g), any portion of the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writingpayment giving rise thereto is recovered, such Xxxxxx’s applicable Pro Rata Share of all payments participations shall be rescinded and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, the purchase price restored to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided hereinof such recovery, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available fundswithout interest, and (ii) the applicable next Business Day. Interest provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and fees shall continue in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to accrue on any principal assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) except that the provisions of this Section 2.15(c) shall not apply to 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 transfer to the next succeeding applicable Business Day) at the applicable rate determined a Credit Party pursuant to Section 2.6 10.6(i). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount was due due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and payable until including the date such amount is paid distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB and a rate determined by the Administrative Agent in fullaccordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.4, 2.15(d), 10.3 or 10.4, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. (f) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (g) If an Event of Default shall have occurred and not otherwise been waived or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.1, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Obligations Obligations, shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent applied in connection accordance with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid application arrangements described in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any Section 7.2 of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due Pledge and payableSecurity Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan other Credit Party of principal, interestinterest (except with respect to interest accruing as Incremental Interest payable on an Interest Payment Date), fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made in Dollars in by wire transfer of same day funds withoutin Dollars, without defense, recoupment, setoffset-off or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth to the account of the Administrative Agent in Section 2.6(de), the United States of America most recently designated by it for such purpose and delivered to received by the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account for the account of Xxxxxxxthe Persons entitled thereto; provided that payments required to be made directly to an Issuing Bank shall be so made and payments made pursuant to Sections 2.17(c), 2.18, 2.19, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. Funds The Administrative Agent shall distribute any payment received by it hereunder for the Administrative Agent after that time on such due date shall be deemed account of any other Person to have been paid by the Borrower on the next Business Dayappropriate recipient promptly following receipt thereof. (ba) All repayments payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (b) If any Conversion/Continuation Notice is withdrawn as to any Premium due)Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Borrowing, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent 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, Subject to the extent received by proviso set forth in the Administrative Agent. (d) Except as otherwise expressly provided hereindefinition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (ed) The Administrative Agent shall deem any Any payment hereunder by or on behalf of the Borrower hereunder to the Administrative Agent that is not made received by the Administrative Agent 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 on the date due shall, unless the Administrative Agent shall not determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full). (fe) If an Event of Default shall have occurred and not otherwise been waived or all or any portion the maturity of the Loans shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.1, all payments or proceeds received by the Administrative Agent hereunder or the Collateral Agent in respect of any of the Obligations shall Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall, subject to Sections 2.3(h) and 2.21(d)(iii) and the requirements of any applicable Permitted Intercreditor Agreement, be applied:applied in accordance with the application arrangements set forth in Section 5.02 of the Pledge and Security Agreement. (if) first, Unless the Administrative Agent shall have been notified by the Borrower prior to pay the date on which any costs and expenses then payment is due to the Administrative Agent and for the Collateral Agent in connection with account of the foreclosure Lenders or realization uponIssuing Banks hereunder that the Borrower will not make such payment, the disposalAdministrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, storagein its sole discretion, maintenance but shall not be obligated to, distribute to the Lenders or otherwise dealing with any ofIssuing Banks, as the case may be, the Collateral amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or otherwiseIssuing Banks, and indemnities and other amounts then due as the case may be, severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the Collateral Agent under date such amount is distributed to it to but excluding the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due date of payment to the Administrative Agent and (i) at any time prior to the Collateral Agent under third Business Day following the Loan Documents until paid in full; (iii) thirddate such amount is distributed to it, ratably to pay any expenses, fees or indemnities then due to the customary rate set by the Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance correction of doubterrors among banks and (ii) thereafter, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payableBase Rate.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent, for the account of the Administrative Agent or the Lenders, as applicable, not later than 12:00 3:00 p.m. (New York City time) on the date due to via wire transfer of immediately available funds to: (or at such other location or bank account as may be designated by the Administrative Agent’s Account for the account of Xxxxxxx. Funds Agent from time to time); funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due)prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent 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 the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem give prompt notice to the Borrower and each Lender (confirmed in writing) if any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Dayconformity with this Section 2.11. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 Default Funding Rate from the date such amount was due and payable until the date such amount is paid in full. (fd) If an Event any Lender shall, by exercising any right of Default setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro-rata share of the amount such Lender is entitled hereunder, then the Lender receiving such greater proportion shall have occurred (a) notify the Administrative Agent of such fact, and not otherwise been waived (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other Obligations owing them, provided that: (i) if any such participations are purchased and all or any portion of the Loans payment giving rise thereto is recovered, such participations shall have been accelerated hereunder, subject be rescinded and the purchase price restored to the terms extent of any Swap Intercreditor Agreement such recovery, without interest other than interest or other amounts, if any, required by Law (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreementincluding court order) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received to be paid by the Administrative Agent hereunder in respect of any of Lender or the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full;holder making such purchase; and (ii) secondthe provisions of this Section 2.11(d) shall not be construed to apply to (x) any payment made by the Transaction Parties pursuant to and in accordance with the express terms of the Credit Documents, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.11(d) shall apply). Each Transaction Party consents to the foregoing and agrees, to pay the extent it may effectively do so under applicable Law, that any costs, expenses, indemnities or fees then due Lender acquiring a participation pursuant to the Administrative Agent foregoing arrangements may exercise against each Transaction Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Transaction Party in the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (viiparticipation. This Section 2.11(d) seventhshall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Borrower, ratably including pursuant to pay any other Obligations then due and payableSection 9.3.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the at Administrative Agent’s Account 's Principal Office for the account of XxxxxxxLenders. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due)prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Xxxxxx’s 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 including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided hereinSubject to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account , for the account of XxxxxxxLenders, not later than 10:00 a.m. on the date such payment is due and payable to Administrative Agent’s Account. Funds received by the Administrative Agent after that time on such due date shall may be deemed to have been paid by the Borrower Borrowers on the next Business Day. (b) All repayments payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued but unpaid interest on the principal amount being repaid or prepaid (in addition prepaid, any Prepayment Premium, any Applicable Premium, and all other amounts due and payable hereunder with respect to any Premium due)the principal amount being repaid or prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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 including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided hereinSubject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) The Administrative Agent shall may deem any payment by or on behalf of the Borrower Borrowers hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) 10:00 a.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Company 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 and fees shall continue to accrue on any principal as to which a non-conforming nonconforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.2, all payments or proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION including, but not limited to all proceeds received by Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: first, ratably to pay the Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full; third, ratably to pay principal of Protective Advances then due and payable until paid in full; fourth, ratably to pay the Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; fifth, ratably to pay interest then due and payable in respect of the Term Loans until paid in full; sixth, ratably to pay the principal of the Term Loans until paid in full; seventh, ratably to pay the Obligations in respect of any Prepayment Premium and Applicable Premium then due and payable to the Lenders until paid in full; and eighth, to the ratable payment of all other Obligations then due and payable until paid in full. (g) For purposes of Section 2.12(f) (other than clause eighth of Section 2.12(f)), “paid in full” means payment in cash of all amounts due and payable under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of clause eighth of Section 2.12(f), “paid in full” means payment in cash of all amounts due and payable under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (h) In the event of a direct conflict between the priority provisions of Section 2.12(f) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.12(f) shall control and govern. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (i) The Lenders and Borrowers hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account with any amount due and payable by Borrowers under any Loan Document. Each of the Lenders and Borrowers agree that Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and not otherwise been waived be continuing or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of whether any of the Obligations conditions precedent in Section 3.2 have been satisfied. Any amount charged to the Loan Account shall be applied: (i) firstdeemed a Loan hereunder made by the Lenders to Borrowers, to pay any costs and expenses then due to the funded by Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any on behalf of the Lenders under and subject to Section 2.2. The Lenders and Borrowers confirm that any charges which Administrative Agent may so make to the Loan DocumentsAccount as herein provided will be made as an accommodation to Borrowers and solely at Administrative Agent’s discretion, until paid in full;provided that Administrative Agent shall from time to time charge the Loan Account of Borrowers with any amount due and payable under any Loan Document. (ivj) fourthNotwithstanding the foregoing provisions hereof, ratably if any Conversion/Continuation Notice is withdrawn as to the payment any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any accrued Iinterest (including interest at the Default RateLIBOR Rate Loans, if any) until paid Administrative Agent shall give effect thereto in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payableapportioning payments received thereafter.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party in respect of principal, interest, fees and other the Obligations shall be made in Dollars in same day funds funds, without, recoupment, setoff, counterclaim or other defense defense, free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Agent Account for the account of Xxxxxxx. Funds Lenders not later than 2:00 p.m. (New York time); funds received by the Administrative Agent after that time on such due date shall may, in the Administrative Agent’s reasonable discretion, be deemed to have been paid by the Borrower on the next Business Day. (b) All repayments prepayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (prepaid. All prepayments in addition respect of the principal amount of the Loans shall be applied to any Premium due)principal repayment obligations on the Loans (including scheduled amortization payments under Section 2.6.2) in the direct order of maturity. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the The Administrative Agent 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 Obligations 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) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.[reserved] (f) [reserved] (g) If an Event the Borrower prepays or is required to prepay, for any reason (other than prepayments of Default shall have occurred and not otherwise been waived the Loans that are required pursuant to Section 2.6.2, 2.8.3, or 2.8.4), all or any portion of the Loans shall have been accelerated hereunder, subject any such Loan prior to the terms final stated maturity date (a “Prepayment Event”), then the Borrower shall pay to the Administrative Agent, for the ratable account of any Swap Intercreditor Agreement (it being understoodeach Lender with Loans that are so prepaid or refinanced, the Call Protection Amount, as applicable in addition to all Obligations then due and payable; provided that, for the avoidance of doubt, to the extent the Borrower or any Subsidiary receives any Net Proceeds from a Disposition or a Casualty Event that during are excluded from the existence requirement to prepay the Loans pursuant to Section 2.8.2, the receipt of such Net Proceeds shall not constitute a Triggering Event Prepayment Event. (as h) Any such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations Call Protection Amount shall be applied: (i) firstearned, to pay any costs due and expenses then due payable upon the date of, and subject to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any occurrence of, the Collateral or otherwise, and indemnities and other amounts then due Prepayment Event. Notwithstanding anything to the Administrative Agent and contrary herein, if the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities Loans are accelerated or fees then otherwise become due prior to the Administrative Agent and final stated maturity date, in each case, as a result of an Event of Default, including upon the Collateral Agent under occurrence of a bankruptcy or insolvency event pursuant to Section 11.1(j) (including the Loan Documents until paid in full; acceleration by operation of law), then (iiia) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any amount of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment principal of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due and premium on the Loans (including, for that become due and payable upon the avoidance date of doubt, any Premium such acceleration or such otherwise becoming due resulting from the prepayment shall equal 100% of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all the Loans outstanding on such date plus the applicable Call Protection Amount in effect on such date, as if such acceleration or such otherwise becoming due were a voluntary prepayment of the Loans on such date and (b) without duplication, the Call Protection Amount applicable with respect to a voluntary prepayment of the Loans will be due and payable upon the date of such acceleration or being repaid such otherwise becoming due as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Xxxxxx’s loss as a result thereof. THE BORROWER AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING CALL PROTECTION AMOUNT IN CONNECTION WITH ANY SUCH ACCELERATION OR SUCH OTHERWISE BECOMING DUE. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that (1) the Call Protection Amount is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (2) the Call Protection Amount shall be payable upon such acceleration or otherwise becoming due as described in the second preceding sentence notwithstanding the then prevailing market rates at the time payment is made, (3) there has been a course of conduct between the Lenders and the Obligors giving specific consideration in this transaction for such time); and (vii) seventh, ratably agreement to pay any other Obligations then the Call Protection Amount under such circumstances, (4) the Obligors shall be stopped hereafter from claiming differently than as agreed to in this Section 2.10, (5) the Obligors’ agreement to pay the Call Protection Amount as described in the second preceding sentence is a material inducement to the Lenders to make the Loans, (6) the Call Protection Amount represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such acceleration or such otherwise becoming due and payable(7) the Call Protection Amount payable pursuant to the second preceding sentence shall be presumed to be the liquidated damages sustained by each Lender, and the Borrower agrees that it is reasonable under the circumstances currently existing.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the at Administrative Agent’s Account Principal Office for the account of Xxxxxxx. Funds Lenders; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by include payment of accrued and unpaid interest and premium, if any is due, on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of any Premium due)premium and interest before application to principal. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’s applicable Pro Rata Share of all payments and prepayments of principal principal, premium 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) Except as otherwise expressly provided hereinSubject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Company hereby authorizes Administrative Agent to charge the Company’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, premium, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the 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 and fees shall continue to accrue on any premium and principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 2.7 from the date such amount was due and payable until the date such amount is paid in full. (fg) If an Event of Default shall have occurred and not otherwise been waived cured or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.1, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Obligations Obligations, shall be applied: (i) applied first, against any expenses owing to pay any costs the Agents under the Credit Documents, and expenses then due to thereafter in such order as the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payabledetermines.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense (other than payment in full), setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due to at the Principal Office designated by the Administrative Agent’s Account Agent for the account of XxxxxxxLenders. Funds For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall may, in Administrative Agent’s discretion, be deemed to have been paid by the Borrower Borrowers on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) To the extent any payments are received by the The Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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 all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall may, in its discretion, deem any payment by or on behalf of the Borrower Borrowers 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 may not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt notice to the Borrower Representative and each applicable Lender (in writing, which may be by email) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 Default Rate at the election of the Administrative Agent (or at the written request of the Required Lenders) from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and be continuing and shall not have otherwise been waived or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.01, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Obligations Obligations, shall be appliedapplied as follows: (i) first, to pay any reasonable documented out-of-pocket costs and or expenses (including reasonable documented out-of-pocket cost or expense reimbursements) or indemnitees then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full;, (ii) second, to pay any costs, expenses, indemnities fees or fees premiums then due to the Administrative Agent and the Collateral any Agent under the Loan Documents until paid in full;, (iii) third, ratably ratably, to pay any expenses, fees reasonable documented out-of-pocket costs or indemnities expenses (including reasonable documented out-of-pocket cost or expense reimbursements) or indemnitees then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, Documents until paid in full;, (iv) fourth, ratably ratably, to pay any fees or premiums then due to any of the payment of any accrued Iinterest (including interest at Lenders under the Default Rate, if any) Loan Documents until paid in full;, (v) fifth, ratably ratably, to pay interest accrued in respect of the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below);Obligations until paid in full, (vi) sixth, ratably, to pay the outstanding principal amount balance of the Term Loans (including, for the avoidance of doubt, the Delayed Draw Term Loan) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) across all Classes of Term Loans due (or being repaid at such time); anduntil the Term Loans are paid in full; (vii) seventh, ratably to pay any other Obligations then due and payableuntil paid in full, and (viii) eighth, to the Borrowers or such other Person entitled thereto under applicable Law.

General Provisions Regarding Payments. (a) All payments by the Borrower Company or any Loan other Credit Party of principal, interest, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made in Dollars in by wire transfer of same day funds withoutin US Dollars, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), to the account of the Administrative Agent most recently designated by it for such purpose and delivered to the Administrative Agent not later than 12:00 1:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account for the account of Xxxxxxxthe Persons entitled thereto; provided that payments made pursuant to Sections 2.17(c), 2.18, 2.19, 9.2 and 9.3 shall be made directly to the Persons entitled thereto. Funds The Administrative Agent shall distribute any payment received by it hereunder for the Administrative Agent after that time on such due date shall be deemed account of any other Person to have been paid by the Borrower on the next Business Dayappropriate recipient promptly following receipt thereof. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) To the extent If any payments are received by the Administrative Agent instead Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of in accordance with Section 2.12(a) or Section 2.12(g)its applicable Pro Rata Share of any Eurodollar Rate Borrowing, the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate give effect thereto in writing, such Xxxxxx’s applicable Pro Rata Share of all apportioning 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 Agentthereafter. (d) Except as otherwise expressly provided hereinSubject to the proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding immediately following Business Day Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem any Any payment hereunder by or on behalf of the Borrower hereunder Company to the Administrative Agent that is not made received by the Administrative Agent 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 on the date due shall not be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full). (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion the maturity of the Loans shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)7.1, all payments or proceeds received by the Administrative Agent hereunder or the Collateral Agent in respect of any of the Obligations shall be applied:applied in accordance with the application arrangements described in Section 5.2 of the Guarantee and Collateral Agreement. (g) Unless the Administrative Agent shall have been notified by a Lender prior to the applicable Credit Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit Date and may, in its sole discretion, but shall not be obligated to, make available to the Company a corresponding amount on such Credit Date. In such event, if a Lender has not in fact made the amount of such Lender’s Loan requested on such Credit Date available to the Administrative Agent, then such Lender and the Company severally agree to pay to the Administrative Agent forthwith on demand, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of such payment to the Administrative Agent, (i) firstin the case of a payment to be made by such Lender, (A) at any time prior to pay the third Business Day following the date such amount is made available to the Company, the customary rate set by the Administrative Agent for the correction of errors among banks and (B) thereafter, the Base Rate or (ii) in the case of a payment to be made by the Company, the interest rate applicable hereunder to the applicable Loans of the applicable Class. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. (h) Unless the Administrative Agent shall have been notified by the Company prior to the date on which any costs and expenses then payment is due to the Administrative Agent and for the Collateral Agent in connection with account of the foreclosure or realization uponLenders hereunder that the Company will not make such payment, the disposalAdministrative Agent may assume that the Company has made such payment on such date in accordance herewith and may, storagein its sole discretion, maintenance or otherwise dealing with any ofbut shall not be obligated to, distribute to the Collateral or otherwiseLenders the amount due. In such event, and indemnities and other amounts if the Company has not in fact made such payment, then due each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the Collateral date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) at any time prior to the third Business Day following the date such amount is so distributed, at the customary rate set by the Administrative Agent under for the Loan Documents until paid in full; correction of errors among banks and (ii) secondthereafter, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Base Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Lender Obligations shall be made in Dollars in same day funds funds, without, recoupment, setoff, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account for the account of Xxxxxxx. Funds Lenders; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due)prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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) Except as otherwise expressly provided herein, Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate Default Rate determined pursuant to Section 2.6 2.9 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion waived, and the maturity of the Loans Lender Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.1, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Lender Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent applied in connection accordance with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payableSection 2.14 hereof.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due by wire transfer to the an account designated by Administrative Agent’s Account for the account Agent from time to time. For purposes of Xxxxxxx. Funds computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payment received in respect of any Loan on a date when interest or premium is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a(or an agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent 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 the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever [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. (ef) The [reserved]. (g) Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to 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 and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 Default Rate from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (fh) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of waived, and the Loans shall Obligations have been accelerated become due and payable in full hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understoodwhether by acceleration, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)maturity or otherwise, all payments or proceeds received by the Administrative any Agent hereunder or under any Collateral Document in respect of any of the Obligations Obligations, including all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied: (i) applied in full or in part as follows: first, to pay any the payment of all costs and expenses then due of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the Administrative Agent payment of all costs and the Collateral expenses paid or incurred by any Agent in connection with the foreclosure exercise of any right or realization uponremedy hereunder or under any Collateral Document, all in accordance with the disposal, storage, maintenance terms hereof or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) thereof; second, to pay the extent of any costsexcess of such proceeds, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, all other Obligations for the avoidance ratable benefit of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratablyLenders; and third, to pay the principal amount extent of all Loans due (any excess of such proceeds, to the payment to or being repaid at upon the order of such time); and (vii) seventh, ratably Grantor or to pay any other Obligations then due and payablewhosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) ‌ All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to Administrative Agent, for the Administrative Agent account of Lenders not later than 12:00 4:00 p.m. (New York City time) on the date due specified for payment under this Agreement by wire transfer to the account designated by Administrative Agent’s Account Agent from time to time maintained by Administrative Agent or its Affiliates for the account of Xxxxxxxthe Lenders or Administrative Agent, as the case may be, in U.S. Dollars in immediately available funds. Funds Any payment received by the Administrative Agent after that time on such due date 4:00 p.m. (New York City time) shall be deemed to have been paid by the Borrower received on the next Business Day. (b) . All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due). (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the prepaid. Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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 all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided herein, . [Reserved]. Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) The . Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 4:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by 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 and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate Default Rate determined pursuant to Section 2.6 2.8 from the date such amount was due and payable until the date such amount is paid Paid in full. (f) Full. If an Event of Default shall have occurred and not otherwise been waived or all or any portion of waived, and the Loans Obligations shall have been accelerated become due and payable in full hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understoodwhether by acceleration, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)maturity or otherwise, all payments or proceeds received by the Administrative any Agent hereunder or under any Collateral Document in respect of any of the Obligations Obligations, including, but not limited to all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied: (i) applied in full or in part as follows: first, to pay any the payment of all costs and expenses then due of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the Administrative Agent payment of all costs and the Collateral expenses paid or incurred by any Agent in connection with the foreclosure exercise of any right or realization uponremedy hereunder or under any Collateral Document, all in accordance with the disposal, storage, maintenance terms hereof or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) thereof; second, to pay the extent of any costsexcess of such proceeds, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, all other Obligations for the avoidance ratable benefit of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratablyLenders; and third, to pay the principal amount extent of all Loans due (any excess of such proceeds, to the payment to or being repaid at upon the order of such time); and (vii) seventh, ratably Grantor or to pay any other Obligations then due and payablewhosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent paid not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account for the account via wire transfer of Xxxxxxximmediately available funds. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next Business DayDay (provided, that any repayment made pursuant to Section 2.10(c)(vii)(B) or any application of funds by Paying Agent pursuant to Section 2.11 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 2.12). (b) All repayments payments in respect of the principal amount of any Loan (other than, unless requested by the Administrative Agent, voluntary prepayments of Loans or payments pursuant to Section 2.9) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due)prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Paying Agent shall promptly distribute to each Class A Lender and each Class B Lender, at such address as such Lender shall indicate in writing, such Xxxxxx’s the applicable Pro Rata Share of each such Lender of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Paying Agent. (d) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) The Administrative Except as set forth in the proviso to Section 2.12(a), Paying Agent shall deem any payment by or on behalf of the Borrower 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 Administrative Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Paying Agent shall give prompt notice via electronic mail to Company and Administrative Agent if any payment is non‑conforming. Any non‑conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest 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 rate otherwise applicable rate determined pursuant to Section 2.6 such paid amount from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party the Oyster Borrower, as the case may be, of principal, interest, fees and other Obligations shall or Oyster Obligations, as applicable, will be made in Dollars in same day funds withoutand by wire transfer or ACH transfer (which will be the exclusive means of payment hereunder), recoupmentwithout defense, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due to at the Payment Office (or such other address as the Administrative Agent’s Account Agent may from time to time specify in accordance with Section 10.1) for the account of Xxxxxxx. Funds the Lenders entitled to such payment; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall will be deemed to have been paid by the Borrower or the Oyster Borrower, as the case may be, on the next succeeding Business Day. (b) All repayments in respect payments of the principal amount of any Term Loan shall made pursuant to Section 2.13 will be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition prepaid, and all such payments will be applied to any Premium due)the payment of interest then due and payable before application to principal. (c) To the extent any payments are received by the The Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent shall will promptly distribute to each Lender entitled to such payment at such address as such Lender shall may indicate in writing, (i) such XxxxxxLender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunderto such Lender pursuant to Sections 2.8, together with 2.10, 2.12, 2.13 or 2.14, and (ii) all other amounts due theretoto such Lender, including all fees payable with respect thereto, to the extent received by the Administrative Agent.. 148797484_8155722702_14 (d) Except Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as otherwise expressly provided hereinto any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar RateSOFR Loans, the Administrative Agent will give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be is stated to be due on a day that is not a Business Day, such payment shall will be made on the next succeeding Business Day and such extension of time shall will be included in the computation of the payment of interest hereunder or of the Revolving Credit Commitment fees hereunder. (ef) [Reserved]. (g) The Administrative Agent shall will deem any payment by or on behalf of the Borrower or the Oyster Borrower, as the case may be, 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 will not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived Day or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.U.S.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to at the Administrative Agent’s Account 's Principal Office for the account of Xxxxxxx. Funds Lenders; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Term Loan shall be accompanied by include payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Term Loan on a date when interest is due and payable with respect to any Premium due)such Term Loan) shall be applied to the payment of interest before application to principal. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Xxxxxx’s 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 including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided hereinSubject to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Company hereby authorizes Administrative Agent to charge Company's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (f) Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to 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 6.1(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 applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (fg) If an Event of Default shall have occurred and not otherwise been waived or all or any portion waived, and the maturity of the Term Loans shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)6.1, all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations Term Loans, shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent applied in connection accordance with the foreclosure or realization upon, application arrangements described in the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payablePledge Agreements.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the account of the Administrative Agent, the Collateral Agent or a Lender, as applicable, not later than 12:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the Administrative Agent’s account designated by each Agent or each Lender, as applicable, in writing to the Disbursement Account for the account of XxxxxxxBank. Funds received by the Administrative Agent, the Collateral Agent or a Lender after that time on such due date shall be deemed to have been paid by the Borrower on the next Business DayDay (except to the extent such delay in payment results solely from the Disbursement Account Bank's failure to distribute funds on deposit in the Disbursement Account and available for distribution as of 12:00 p.m. on such Business Day in accordance with Section 2.10). (ba) All repayments payments (including prepayments) in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid. (in addition to any Premium due)b) [Reserved]. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent 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 the Administrative Agent[Reserved]. (d) Except as otherwise expressly provided herein, [Reserved]. (e) Subject to the proviso set forth in the definition of "Interest Period," whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (ef) The Borrower hereby authorizes the Administrative Agent to charge the Borrower's accounts with the Administrative Agent or any of the Administrative Agent's Affiliates in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees LEGAL 4873-0998-8490v4881-9719-6460v.143 and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (g) The Administrative Agent shall deem give prompt written notice to the Borrower and the Lenders if any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Dayconformity with this Section 2.11. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 Interest Rate or the Default Funding Rate, as applicable, from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due by wire transfer to the an account designated by Administrative Agent’s Account for the account Agent from time to time. For purposes of Xxxxxxx. Funds computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payment received in respect of any Loan on a date when interest or premium is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest and premium then due and payable before application to principal. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a(or an agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent 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 the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever [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. (ef) The [reserved]. (g) Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to 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 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 rate applicable rate determined pursuant to Section 2.6 such payment under this Agreement from the date such amount was due and payable until the date such amount is paid Paid in fullFull. (fh) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of waived, and the Loans shall Obligations have been accelerated become due and payable in full hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understoodwhether by acceleration, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)maturity or otherwise, all payments or proceeds received by the Administrative any Agent hereunder or under any Collateral Document in respect of any of the Obligations Obligations, including all proceeds received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied: (i) applied in full or in part as follows: first, to pay any the payment of all reasonable and documented out of pocket costs and expenses then due of such sale, collection or other realization, including disbursements of counsel to Agent, and all other reasonable and documented out of pocket expenses, liabilities (including Indemnified Liabilities) and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent under any Collateral Document for the account of the applicable Grantor, and to the Administrative Agent payment of all reasonable and the Collateral documented out of pocket costs and expenses paid or incurred by any Agent in connection with the foreclosure exercise of any right or realization uponremedy hereunder or under any Collateral Document, all in accordance with the disposal, storage, maintenance terms hereof or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) thereof; second, to pay the extent of any costsexcess of such proceeds, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, all other Obligations for the avoidance ratable benefit of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratablyLenders; and third, to pay the principal amount extent of all Loans due (any excess of such proceeds, to the payment to or being repaid at upon the order of such time); and (vii) seventh, ratably Grantor or to pay any other Obligations then due and payablewhosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent Agent, for the account of the Lenders, not later than 12:00 1:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to account number 343900225 at East West Bank (ABA No. 000000000, Name: MMA Energy Holdings) in New York City (or at such other location or bank account within the City and State of New York as may be designated by the Administrative Agent’s Account for the account of Xxxxxxx. Funds Agent from time to time); funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business DayDay (provided, that any application of funds by the Collateral Agent pursuant to Section 2.10 on any Settlement Date shall be deemed for all purposes to have been made in accordance with the deadlines and payment requirements described in this Section 2.11). (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due)prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent 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, Subject to the extent received by provisos set forth in the Administrative Agent. (d) Except as otherwise expressly provided herein, definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day Day, and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (d) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent or any of its Affiliates in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). (e) The Except as set forth in the proviso to Section 2.11(a), the Administrative Agent shall may deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 1:00 p.m. (New York City time) on the date due to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, funds and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the Borrower (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate Default Funding Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent paid not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account for the account via wire transfer of Xxxxxxximmediately available funds. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower 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 repayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due). (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Paying Agent shall promptly distribute to each Class A Revolving Lender and each Class B Revolving Lender, at such address as such Lender shall indicate in writing, such Xxxxxx’s the applicable Pro Rata Share of each such Lender of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Paying Agent. (dc) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (ed) The Administrative Except as set forth in the proviso to Section 2.13(a), Paying Agent shall deem any payment by or on behalf of the Borrower 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 Administrative Paying Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest Paying Agent shall give prompt notice via electronic mail to Company and fees shall continue to accrue on Administrative Agent if any principal as to which a non-conforming payment is made until such funds non‑conforming. Any non‑conforming payment may constitute or become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an a Default or Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to in accordance with the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control7.1(a), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent Agent, for the account of the Lenders, not later than 12:00 3:00 p.m. (New York City time) on the date due via wire transfer of immediately available funds to the Administrative Agent’s Account for the account of Xxxxxxx. Funds Payment Account; funds not so received by the Administrative Agent after at or before that time on such due date shall only be deemed to have been paid received by the Borrower Administrative Agent on the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except to the extent such delay in payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Loan Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.11 or Section 2.12). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full. (b) All repayments payments in respect of the principal amount of any Loan the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due)prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate in writing, such XxxxxxLender’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 including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to conformity with this Section 2.6 from the date such amount was due and payable until the date such amount is paid in full2.12. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations hereunder or under any other Loan Document shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition. The Agent shall, except as set forth and the Borrower hereby authorizes the Agent to, debit a Deposit Account of any Credit Party held with the Agent or any of its Affiliates and designated for such purpose by such Credit Party in Section 2.6(deorder to cause timely payment to be made to the Agent of all principal, interest and fees due hereunder or under any other Loan Document (subject to sufficient funds being available in its accounts for that purpose). (b) In the event that the Agent is unable to debit a Deposit Account of a Credit Party held with the Agent or any of its Affiliates in order to cause timely payment to be made to the Agent of all principal, interest and fees due hereunder or any other Loan Document (including because insufficient funds are available in its accounts for that purpose), payments hereunder and under any other Loan Document shall be delivered to the Administrative Agent Agent, for the account of the Lenders, not later than 12:00 2:00 p.m. (New York City time) on the date due at the Principal Office of the Agent or via wire transfer of immediately available funds to an account designated by the Administrative Agent’s Account Agent (or at such other location as may be designated in writing by the Agent from time to time); for the account purposes of Xxxxxxx. Funds computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day. (bc) All repayments payments in respect of the principal amount of any Loan (other than voluntary repayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (cd) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative The Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’s applicable Pro Rata Share pro rata share of all payments and prepayments of principal and interest due to such Lender hereunder, together with all other amounts due with respect thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (de) Except Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as otherwise expressly provided hereinto any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its pro rata share of any Adjusted LIBOR Rate Loans, the Agent shall give effect thereto in apportioning payments received thereafter. (f) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment Fee hereunder, but such payment shall be deemed to have been made on the date therefor for all other purposes hereunder. (eg) The Administrative Agent may, but shall not be obligated to, deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 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 Administrative the Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The 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 10.1(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 applicable rate determined pursuant to Section 2.6 Default Rate (unless otherwise provided by the Required Lenders) from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to at the Principal Office designated by Administrative Agent’s Account Agent for the account of Xxxxxxx. Funds Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to together with any Premium duefees then payable under the Credit Documents). (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever [Intentionally Omitted.]. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunderDay. (ef) The [Intentionally Omitted.]. (g) Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by 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 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(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 (unless otherwise permitted by Administrative Agent) in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (fh) If an Event of Default shall have occurred and not otherwise been waived or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.1, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Obligations Obligations, shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent applied in connection accordance with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid application arrangements described in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any Section 7.2 of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due Pledge and payableSecurity Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to Administrative Agent, for the Administrative Agent account of Lenders, not later than 12:00 p.m. (New York City time) on the date such payment is due and payable to the Administrative Agent’s Account for the account of XxxxxxxAccount. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower Company on the next Business Day. (b) All repayments 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 (in addition prepaid, the Yield Maintenance Premium, the Prepayment Premium and all commitment fees and other amounts payable with respect to any Premium due)the principal amount being repaid or prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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 including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided hereinSubject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt 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 and fees 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 applicable rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.2, all payments or proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: first, ratably to pay the Obligations in respect of any fees (other than any Yield Maintenance Premium and any Prepayment Premium), expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full; third, ratably to pay principal of Protective Advances then due and payable until paid in full; fourth, ratably to pay the Obligations in respect of any fees (other than any Yield Maintenance Premium and any Prepayment 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 (A) the principal of the Initial Term Loan until paid in full and (B) the principal of the Delayed Draw Term Loan until paid in full; seventh, ratably to pay the Obligations in respect of any Yield Maintenance Premium and Prepayment Premium then due and payable to the Lenders with a Term Loan Commitment until paid in full; and eighth, to the ratable payment of all other Obligations then due and payable until paid in full. (g) For purposes of Section 2.12(f) (other than clause eighth of Section 2.12(f)), “paid in full” means payment in cash of all amounts 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 Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (h) In the event of a direct conflict between the priority provisions of Section 2.12(f) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.12(f) shall control and govern. (i) The Lenders and Company hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account with any amount due and payable by Company under any Loan Document to the extent not paid when due. Each of the Lenders and Company agrees that Administrative Agent shall have the right, upon contemporaneous notice to the Company, to make such charges whether or not any Default or Event of Default shall have occurred and not otherwise been waived be continuing or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of whether any of the Obligations conditions precedent in Section 3.2 have been satisfied. Any amount charged to the Loan Account shall be applied: (i) firstdeemed a Loan hereunder made by the Lenders to Company, to pay any costs and expenses then due to the funded by Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any on behalf of the Lenders under and subject to Section 2.2. The Lenders and Company confirm that any charges which Administrative Agent may so make to the Loan DocumentsAccount as herein provided will be made as an accommodation to Company and solely at Administrative Agent’s discretion, until paid in full;provided that Administrative Agent shall from time to time upon the request of Administrative Agent, charge the Loan Account of Company with any amount due and payable under any Loan Document. The Administrative Agent shall provide a reasonably detailed invoice for any amounts charged to the Loan Account (unless such charge is made at the Company’s request) promptly upon request by the Company. (ivj) fourthNotwithstanding the foregoing provisions hereof, ratably if any Conversion/Continuation Notice is withdrawn as to the payment any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any accrued Iinterest (including interest at the Default RateSOFR Loans, if any) until paid Administrative Agent shall give effect thereto in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payableapportioning payments received thereafter.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, recoupmentwithout defense (other than payment in full), setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due to at the Principal Office designated by the Administrative Agent’s Account Agent for the account of XxxxxxxLenders. Funds For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall may, in Administrative Agent’s discretion, be deemed to have been paid by the Borrower Borrowers on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) To the extent any payments are received by the The Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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 all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall may, in its discretion, deem any payment by or on behalf of the Borrower Borrowers 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 may not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt notice to the Borrower Representative and each applicable Lender (in writing, which may be by email) if any payment is non-conforming. Any non- conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 Default Rate at the election of the Administrative Agent (or at the written request of the Required Lenders) from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and be continuing and shall not have otherwise been waived or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.01, all payments or proceeds received by the Administrative Agent Agents hereunder in respect of any of the Obligations Obligations, shall be appliedapplied as follows: (i) first, to pay any reasonable documented out-of-pocket costs and or expenses (including reasonable documented out-of-pocket cost or expense reimbursements) or indemnitees then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full;, (ii) second, to pay any costs, expenses, indemnities fees or fees premiums then due to the Administrative Agent and the Collateral any Agent under the Loan Documents until paid in full;, (iii) third, ratably ratably, to pay any expenses, fees reasonable documented out-of-pocket costs or indemnities expenses (including reasonable documented out-of-pocket cost or expense reimbursements) or indemnitees then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, Documents until paid in full;, (iv) fourth, ratably ratably, to pay any fees or premiums then due to any of the payment of any accrued Iinterest (including interest at Lenders under the Default Rate, if any) Loan Documents until paid in full;, (v) fifth, ratably ratably, to pay interest accrued in respect of the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below);Obligations until paid in full, (vi) sixth, ratably, to pay the outstanding principal amount balance of the Term Loans (including, for the avoidance of doubt, the Delayed Draw Term Loan) on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) across all Classes of Term Loans due (or being repaid at such time); anduntil the Term Loans are paid in full; (vii) seventh, ratably to pay any other Obligations then due and payableuntil paid in full, and (viii) eighth, to the Borrowers or such other Person entitled thereto under applicable Law.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account , for the account of XxxxxxxLenders, not later than 10:00 a.m. on the date such payment is due and payable to Administrative Agent’s Account. Funds received by the Administrative Agent after that time on such due date shall may be deemed to have been paid by the Borrower Borrowers on the next Business Day. (b) All repayments payments in respect of the principal amount of any Term Loan shall be accompanied by payment of accrued but unpaid interest on the principal amount being repaid or prepaid (in addition prepaid, any Prepayment Premium, any Applicable Premium, and all other amounts due and payable hereunder with respect to any Premium due)the principal amount being repaid or prepaid. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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 including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Except as otherwise expressly provided hereinSubject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder. (e) The Administrative Agent shall may deem any payment by or on behalf of the Borrower Borrowers hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) 10:00 a.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Company 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 and fees shall continue to accrue on any principal as to which a non-conforming nonconforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If At any time an Application Event has occurred and is continuing, or the maturity of the Obligations shall have been accelerated pursuant to Section 8.2, all payments or proceeds received by Administrative Agent hereunder or under any Collateral Document in respect of any of the Obligations, including, but not limited to all proceeds received by Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows: first, ratably to pay the Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full; third, ratably to pay principal of Protective Advances then due and payable until paid in full; fourth, ratably to pay the Obligations in respect of any fees (other than any Prepayment Premium and Applicable Premium) and indemnities then due and payable to the Lenders with a Term Loan Commitment until paid in full; fifth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; sixth, ratably to pay (A) first, the principal of the Initial Term Loan until paid in full and (B) second, the principal of the Delayed Draw Term Loan until paid in full; seventh, ratably to pay the Obligations in respect of any Prepayment Premium and Applicable Premium then due and payable to the Lenders with a Term Loan Commitment until paid in full; and eighth, to the ratable payment of all other Obligations then due and payable until paid in full. (g) For purposes of Section 2.12(f) (other than clause eighth of Section 2.12(f)), “paid in full” means payment in cash of all amounts due and payable under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of clause eighth of Section 2.12(f), “paid in full” means payment in cash of all amounts due and payable under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (h) In the event of a direct conflict between the priority provisions of Section 2.12(f) and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of Section 2.12(f) shall control and govern. (i) The Lenders and Borrowers hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account with any amount due and payable by Borrowers under any Loan Document. Each of the Lenders and Borrowers agree that Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and not otherwise been waived be continuing or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of whether any of the Obligations conditions precedent in Section 3.2 have been satisfied. Any amount charged to the Loan Account shall be applied: (i) firstdeemed a Loan hereunder made by the Lenders to Borrowers, to pay any costs and expenses then due to the funded by Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any on behalf of the Lenders under and subject to Section 2.2. The Lenders and Borrowers confirm that any charges which Administrative Agent may so make to the Loan DocumentsAccount as herein provided will be made as an accommodation to Borrowers and solely at Administrative Agent’s discretion, until paid in full;provided that Administrative Agent shall from time to time charge the Loan Account of Borrowers with any amount due and payable under any Loan Document. (ivj) fourthNotwithstanding the foregoing provisions hereof, ratably if any Conversion/Continuation Notice is withdrawn as to the payment any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any accrued Iinterest (including interest at the Default RateLIBOR Rate Loans, if any) until paid Administrative Agent shall give effect thereto in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payableapportioning payments received thereafter.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds withoutfunds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to at the Principal Office of Administrative Agent’s Account Agent for the account of Xxxxxxx. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business DayAgents, if applicable, and Lenders. (b) All repayments payments in respect of the principal amount of any Loan the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of the Loans on a date when interest is due and payable with respect to any Premium duethe Loans) shall be applied to the payment of interest then due and payable before application to principal (or as set forth in Section 2.11(a)). (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent 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 the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunderhereunder or of the commitment fees payable under Section 2.7(a). (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) on the due date therefor at the Principal Office of Administrative Agent, to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt written notice to Borrower and each Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(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 applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)7.1, all payments or proceeds received by the Administrative Agent hereunder Agents in respect of any of the Obligations Obligations, or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, shall be applied: applied in accordance with the following priority: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities fees and other amounts then due to the Administrative Agent and the Collateral Agent owed under the Loan Credit Documents until paid in full; to Agents, (ii) second, to pay any costsfees, expensesaccrued interest and other amounts due and owed under the Credit Documents to Lenders, indemnities or fees ratably among the parties entitled thereto in accordance with the amounts of interest then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; such Lenders, (iii) third, ratably to pay any expensesdue and unpaid principal amounts to Lenders, fees or indemnities ratably among the parties entitled thereto in accordance with the amounts of principal then due to Administrative Agent such Lenders, and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premiumremainder, if any, to Borrower or its successors or assigns. (g) Borrower waives any right pursuant to which Borrower may be entitled to pay the Obligations in a currency other than Dollars. If Borrower is not able to tender Dollars in payment of any Obligations as a result of the adoption of an applicable law, the taking of action by a Governmental Authority or the occurrence of any other circumstance which in any such case prohibits, prevents or limits the payment of Dollars at the Principal Office, Borrower shall, to the fullest extent permitted by applicable law, during the continuance of such prohibition or restriction, make payments hereunder in Dollars at the Principal Office (y) by purchasing with Pesos any Dollar denominated public or private debt or other securities traded in Argentina, and transferring and selling the same outside Argentina for Dollars; provided that the alternative payment mechanism described in this clause (y) continues to be a lawful mechanism for the acquisition of Dollars; or (z) by any other lawful mechanism for the acquisition of Dollars. No form of payment shall be deemed to constitute payment of the applicable Obligation until receipt by Administrative Agent at the Principal Office of the full amount of Dollars due in respect thereof. All costs, expenses and Taxes payable in connection with compliance with this Section 2.12(g) shall be for the account of Borrower. Xxxxxxxx agrees that, notwithstanding any restriction or prohibition on access to the Loans Argentine Foreign Exchange Market, any and all payments to be made under this Agreement and the other Credit Documents shall be made in Dollars. Nothing in the Credit Documents shall impair any of the rights of Lenders to receive payments due hereunder or justify Borrower in refusing to make payments due hereunder in Dollars for any reason whatsoever, including, without limitation, any of the following: (i) the purchase of Dollars in Argentina by any means becoming more onerous or burdensome for Borrower than as of the date hereof and (ii) the exchange rate in force in Argentina increasing significantly from that in effect as of the date hereof. Borrower waives the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in Dollars (including the waiver of any right to invoke Section 765 of the Argentine Civil and Commercial Code and assuming liability for any force majeure or act of god), or similar defenses or principles (including, for the avoidance without limitation, equity or sharing of doubt, any Premium due resulting from the prepayment of principal under clause sixth belowefforts principles); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations hereunder or under any other Loan Document shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition. The Administrative Agent shall, except as set forth and the Borrower hereby authorizes the Administrative Agent to, debit a deposit account of the Borrower or any of its Subsidiaries held with the Administrative CHAR1\1982293v2 Agent or any of its Affiliates and designated for such purpose by the Borrower or such Subsidiary in Section 2.6(deorder to cause timely payment to be made to the Administrative Agent of all principal, interest and fees due hereunder or under any other Loan Document (subject to sufficient funds being available in its accounts for that purpose). (b) In the event that the Administrative Agent is unable to debit a deposit account of the Borrower or any of its Subsidiaries held with the Administrative Agent or any of its Affiliates in order to cause timely payment to be made to the Administrative Agent of all principal, interest and fees due hereunder or any other Loan Document (including because insufficient funds are available in its accounts for that purpose), payments hereunder and under any other Loan Document shall be delivered to the Administrative Agent Agent, for the account of the Lenders, not later than 12:00 2:00 p.m. (New York City time) on the date due to at the Principal Office of the Administrative Agent’s Account Agent or via wire transfer of immediately available funds to an account designated by the Administrative Agent (or at such other location as may be designated in writing by the Administrative Agent from time to time); for the account purposes of Xxxxxxx. Funds computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day. (bc) All repayments payments in respect of the principal amount of any Loan (other than voluntary repayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (cd) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’s applicable Pro Rata Share pro rata share of all payments and prepayments of principal and interest due to such Lender hereunder, together with all other amounts due with respect thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (de) Except Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as otherwise expressly provided hereinto any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its pro rata share of any SOFR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (f) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Commitment Fee hereunder, but such payment shall be deemed to have been made on the date therefor for all other purposes hereunder. (eg) The Administrative Agent may, but shall not be obligated to, deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds 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 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 9.1(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 applicable rate determined pursuant to Section 2.6 Default Rate (unless otherwise provided by the Required Lenders) from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.. CHAR1\1982293v2

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations hereunder or under any other Loan Document shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition. The Agent shall, except as set forth and the Borrower hereby authorizes the Agent to, debit a Deposit Account of any Credit Party held with the Agent or any of its Affiliates and designated for such purpose by such Credit Party in Section 2.6(deorder to cause timely payment to be made to the Agent of all principal, interest and fees due hereunder or under any other Loan Document (subject to sufficient funds being available in its accounts for that purpose). (b) In the event that the Agent is unable to debit a Deposit Account of a Credit Party held with the Agent or any of its Affiliates in order to cause timely payment to be made to the Agent of all principal, interest and fees due hereunder or any other Loan Document (including because insufficient funds are available in its accounts for that purpose), payments hereunder and under any other Loan Document shall be delivered to the Administrative Agent Agent, for the account of the Lenders, not later than 12:00 2:00 p.m. (New York City time) on the date due at the Principal Office of the Agent or via wire transfer of immediately available funds to an account designated by the Administrative Agent’s Account Agent (or at such other location as may be designated in writing by the Agent from time to time); for the account purposes of Xxxxxxx. Funds computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day. (bc) All repayments payments in respect of the principal amount of any Loan (other than voluntary repayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (cd) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative The Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’s applicable Pro Rata Share pro rata share of all payments and prepayments of principal and interest due to such Lender hereunder, together with all other amounts due with respect thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (de) Except Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as otherwise expressly provided hereinto any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its pro rata share of any Term SOFR Rate Loans, the Agent shall give effect thereto in apportioning payments received thereafter. (f) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment Fee hereunder, but such payment shall be deemed to have been made on the date therefor for all other purposes hereunder. (eg) The Administrative Agent may, but shall not be obligated to, deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 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 Administrative the Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The 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 10.1(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 applicable rate determined pursuant to Section 2.6 Default Rate (unless otherwise provided by the Required Lenders) from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds without, recoupment, setoff, counterclaim or other defense free of any restriction or condition, except as set forth in Section 2.6(de2.6(d), and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due to the Administrative Agent’s Account for the account of XxxxxxxLenders. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day. (b) All repayments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid (in addition to any Premium due). (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative Agent 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 the Administrative Agent. (d) Except as otherwise expressly provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the applicable rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds without(except as otherwise expressly provided in Section 2.4(c) where such payment shall be made in-kind), without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or restriction, condition, except as set forth in Section 2.6(de)abatement, postponement, diminution or deduction, and delivered or, in the case of payments in-kind, deemed delivered, to the Administrative Agent not later than 12:00 2:00 p.m. (New York City time) on the date due to at the Principal Office of Administrative Agent’s Account Agent for the account of Xxxxxxx. Funds Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day. (b) All repayments payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a(or its agent or sub-agent appointed by it) or Section 2.12(g), the Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’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) Except as otherwise expressly provided herein, whenever Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunderDay. (e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any 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 applicable rate determined pursuant to Section 2.6 2.5 from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion waived, and the maturity of the Loans Obligations shall have been accelerated hereunder, subject pursuant to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control)8.1, all payments or proceeds received by the Administrative Agent hereunder Agents in respect of any of the Obligations Obligations, shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent applied in connection accordance with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid application arrangements described in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any Section 9.2 of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due Pledge and payableSecurity Agreement.

General Provisions Regarding Payments. (a) All payments by the Borrower or any Loan Party of principal, interest, fees and other Obligations hereunder or under any other Loan Document shall be made in Dollars in same day funds withoutimmediately available funds, without defense, recoupment, setoffsetoff or counterclaim, counterclaim or other defense free of any restriction or condition. The Agent shall, except as set forth and the Borrower hereby authorizes the Agent to, debit a Deposit Account of any Credit Party held with the Agent or any of its Affiliates and designated for such purpose by such Credit Party in Section 2.6(deorder to cause timely payment to be made to the Agent of all principal, interest and fees due hereunder or under any other Loan Document (subject to sufficient funds being available in its accounts for that purpose). (b) In the event that the Agent is unable to debit a Deposit Account of a Credit Party held with the Agent or any of its Affiliates in order to cause timely payment to be made to the Agent of all principal, interest and fees due hereunder or any other Loan Document (including because insufficient funds are available in its accounts for that purpose), payments hereunder and under any other Loan Document shall be delivered to the Administrative Agent Agent, for the account of the Lenders, not later than 12:00 2:00 p.m. (New York City time) on the date due at the Principal Office of the Agent or via wire transfer of immediately available funds to an account designated by the Administrative Agent’s Account Agent (or at such other location as may be designated in writing by the Agent from time to time); for the account purposes of Xxxxxxx. Funds computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day. (bc) All repayments payments in respect of the principal amount of any Loan (other than voluntary repayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid prepaid, and all such payments (and, in addition any event, any payments in respect of any Loan on a date when interest is due and payable with respect to any Premium due)such Loan) shall be applied to the payment of interest then due and payable before application to principal. (cd) To the extent any payments are received by the Administrative Agent instead of in accordance with Section 2.12(a) or Section 2.12(g), the Administrative The Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such XxxxxxLender’s applicable Pro Rata Share pro rata share of all payments and prepayments of principal and interest due to such Lender hereunder, together with all other amounts due with respect thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (de) Except Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as otherwise expressly provided hereinto any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its pro rata share of any Term SOFR Rate Loans, the Agent shall give effect thereto in apportioning payments received thereafter. (f) Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment Fee hereunder, but such payment shall be deemed to have been made on the date therefor for all other purposes hereunder. (eg) The Administrative Agent may, but shall not be obligated to, deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 2:00 p.m. (New York City time) to be a non-non- conforming payment. Any such payment shall not be deemed to have been received by Administrative the Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The 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 10.1(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 applicable rate determined pursuant to Section 2.6 Default Rate (unless otherwise provided by the Required Lenders) from the date such amount was due and payable until the date such amount is paid in full. (f) If an Event of Default shall have occurred and not otherwise been waived or all or any portion of the Loans shall have been accelerated hereunder, subject to the terms of any Swap Intercreditor Agreement (it being understood, for the avoidance of doubt, that during the existence of a Triggering Event (as such term is defined in the Swap Intercreditor Agreement) Section 4.02(b) of the Swap Intercreditor Agreement shall control), all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied: (i) first, to pay any costs and expenses then due to the Administrative Agent and the Collateral Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (ii) second, to pay any costs, expenses, indemnities or fees then due to the Administrative Agent and the Collateral Agent under the Loan Documents until paid in full; (iii) third, ratably to pay any expenses, fees or indemnities then due to Administrative Agent and the Collateral Agent or any of the Lenders under the Loan Documents, until paid in full; (iv) fourth, ratably to the payment of any accrued Iinterest (including interest at the Default Rate, if any) until paid in full; (v) fifth, ratably to pay the Premium, if any, due on the Loans (including, for the avoidance of doubt, any Premium due resulting from the prepayment of principal under clause sixth below); (vi) sixth, ratably, to pay the principal amount of all Loans due (or being repaid at such time); and (vii) seventh, ratably to pay any other Obligations then due and payable.