Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, fees and other amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent in the United States of America most recently designated by it for such purpose and received by the Administrative Agent not later than 2:00 p.m. (New York City time) on the date due for the account of the Persons entitled thereto; provided that payments made pursuant to Sections 2.18, 2.19, 2.24, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the account of any other Person to the appropriate recipient promptly following receipt thereof. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Subject to the proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (d) Any payment hereunder by or on behalf of the Borrower to the Administrative Agent that is not received by the Administrative Agent in same day funds prior to 2:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent shall determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received become available funds). (e) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall be applied in accordance with the application arrangements set forth in this Agreement and the Security Agreement. (f) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Rate.

General Provisions Regarding Payments. (ai) All payments by the Borrower or any other Credit Party Company of principal, interest, fees and other amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent Aron in the United States of America most recently designated by it for such purpose and received by the Administrative Agent Aron not later than 2:00 4:00 p.m. (New York City time) on the date due for the account of the Persons entitled thereto; provided that payments made pursuant to Sections 2.18, 2.19, 2.24, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the account of any other Person to the appropriate recipient promptly following receipt thereof. (bii) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Subject to the proviso set forth in the definition of “Interest Period”, whenever Whenever any payment to be made hereunder with respect to any Loan the Discretionary Draw Advance shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (diii) Any payment hereunder by or on behalf of the Borrower Company to the Administrative Agent Aron that is not received by the Administrative Agent Aron in same day funds prior to 2:00 4:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent Aron shall 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 2.919.3), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received become available funds). (eiv) If an Event of Default shall have occurred and the maturity of the Loans Discretionary Draw Advance shall have been accelerated pursuant to Section 8.119, all payments or proceeds received by the Administrative Agent or the Collateral Agent Aron in respect of any of the ObligationsObligations hereunder, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall be applied in accordance with the application arrangements set forth in this Agreement and the Security Agreementterms hereof. (fv) Unless the Administrative Agent Aron shall have been notified by the Borrower prior absolute discretion as to the date on which time of application of any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such paymentproceeds, the Administrative Agent may assume that the Borrower has made such payment on such date moneys or balances in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Ratethis Agreement.

General Provisions Regarding Payments. (a) All Except as otherwise provided herein, all payments by the Borrower or any other Credit Party of principal, interest, fees and other amounts required to be made hereunder or under any other Credit Document Obligations shall be made by wire transfer of same day funds in DollarsDollars in immediately available funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to the account of the Administrative Agent in the United States of America most recently designated by it for such purpose and received by the Administrative Agent not later than 2:00 12:00 p.m. (New York City time) on the date due by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or its Affiliates for the account of the Persons entitled thereto; provided Lenders or Administrative Agent. For purposes of computing interest and fees, funds received by Administrative Agent after that payments made pursuant to Sections 2.18, 2.19, 2.24, 10.2 and 10.3 time on such due date shall be made directly deemed to have been paid by the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for Borrower on the account of any other Person to the appropriate recipient promptly following receipt thereofnext succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest accrued, uncapitalized interest, if applicable, and the Make-Whole Amount (to the extent applicable) on the any principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principalin accordance with Sections ‎2.13(a)(i) through ‎‎2.13(a)(vi). (c) Subject Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest made hereunder, together with all other amounts due thereto (including such Lender’s Pro Rata Share of the Make-Whole Amount, if applicable), including all fees payable with respect thereto, to the proviso set forth in the definition of “Interest Period”, whenever extent received by Administrative Agent. (d) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (de) Any Administrative Agent shall deem any payment hereunder by or on behalf of the Borrower to the Administrative Agent hereunder that is not received by the Administrative Agent made in same day funds prior to 2:00 12:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent to be a non-conforming payment. Any such payment shall determine otherwise, not be deemed to have been receivedreceived by Administrative Agent until the later of (i) the time such funds become available funds, for purposes and (ii) the applicable next Business Day. Administrative Agent shall give prompt written notice to the Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of computing interest and fees hereunder (including for purposes of determining Default in accordance with the applicability terms of Section 2.9‎8.1(a), . Interest shall continue to accrue on any principal as to which a non-conforming payment is made at the Business Day immediately following Default Rate from the date such amount was due and payable until the date such funds become available funds (but in no event less than the period from the date of receipt (or, if later, such payment to the next succeeding applicable Business Day immediately following the date the funds received become available fundsDay). (ef) If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full hereunder, whether by acceleration, maturity of the Loans shall have been accelerated pursuant to Section 8.1or otherwise, all payments or proceeds received by the Administrative any Agent hereunder or the under any Collateral Agent Document in respect of any of the Obligations, or from including all proceeds received by any sale ofAgent in respect of any sale, any collection from from, or other realization upon all or any part of the Collateral, shall be applied applied, subject to Section ‎10.7, in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender), and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the application arrangements set forth in this Agreement and the Security Agreement. (f) Unless the Administrative Agent shall have been notified by the Borrower prior terms hereof or thereof; second, to the date on which extent of any payment is due excess of such proceeds, to the Administrative Agent payment of all other Obligations for the account ratable benefit of the Lenders hereunder that the Borrower will not make such paymentLenders; and third, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders extent of any excess of such proceeds, to the amount due. In such event, if payment to or upon the Borrower has not in fact made such payment, then each order of the Lenders severally agrees grantor of the Collateral or to pay whosoever may be lawfully entitled to receive the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date same or as a court of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Ratecompetent jurisdiction may direct.

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, fees and other amounts required to be made Obligations hereunder or under any other Credit Document shall be made by wire transfer of same day funds in DollarsDollars in immediately available funds, without defense, recoupment, set-off setoff or counterclaim, free of any restriction or condition. The Administrative Agent shall, 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 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 or under any other Credit 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, fees and expenses due hereunder or any other Credit Document (including because insufficient funds are available in its accounts for that purpose), payments hereunder and under any other Credit Document shall be delivered to the Administrative Agent, for the account of the Lenders, not later than 12:00 (Noon) on the date due at the Principal Office of the Administrative Agent in the United States or via wire transfer of America most recently immediately available funds to an account designated by it the Administrative Agent (or at such other location as may be designated by the Administrative Agent from time to time); for such purpose purposes of computing interest and fees, funds received by the Administrative Agent not later than 2:00 p.m. (New York City time) after that time on such due date shall be deemed to have been paid by the Borrower on the date due for the account of the Persons entitled thereto; provided that payments made pursuant to Sections 2.18, 2.19, 2.24, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the account of any other Person to the appropriate recipient promptly following receipt thereofnext Business Day. (bc) All 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, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (cd) The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable pro rata share of all payments and prepayments of principal and interest due 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. (e) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its pro rata share of any Adjusted LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (f) Subject to the proviso provisos set forth in the definition of “Interest Period”, ,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Commitment Fee hereunder. (dg) Any The Administrative Agent shall deem any payment hereunder by or on behalf of the Borrower to the Administrative Agent hereunder that is not received by the Administrative Agent made in same day funds prior to 2:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent 12:00 noon to be a non-conforming payment. Any such payment shall determine otherwise, 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 become available funds). (e) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent 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 the Collateral Agent in respect become a Default or Event of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall be applied Default in accordance with the application arrangements set forth terms of Section 9.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in this Agreement and no event less than the Security Agreement. period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate (f) Unless the Administrative Agent shall have been notified unless otherwise provided by the Borrower prior to Required Lenders) from the date on which any payment is such amount was due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including payable until the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Ratepaid in full.

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, fees and other amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent in the United States of America most recently designated by it for such purpose and received by the Administrative Agent not later than 2:00 p.m. (New York City time) on the date due for the account of the Persons entitled thereto; provided that payments made pursuant to Sections 2.17(c), 2.18, 2.19, 2.24, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the account of any other Person to the appropriate recipient promptly following receipt thereof. (ba) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (b) If any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Borrowing, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (c) Subject to the proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (d) Any payment hereunder by or on behalf of the Borrower to the Administrative Agent that is not received by the Administrative Agent in same day funds prior to 2:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent shall determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received become available funds). (e) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall shall, subject to Sections 2.3(h) and the requirements of any applicable Permitted Intercreditor Agreement, be applied in accordance with the application arrangements set forth in this Agreement Section 5.02 of the Pledge and the Security Agreement. (f) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Rate.

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, fees and other amounts required to be made hereunder or under any other Credit Document shall be made by wire transfer of same day funds in Dollars, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent in the United States of America most recently designated by it for such purpose and received by the Administrative Agent not later than 2:00 p.m. (New York City time) on the date due for the account of the Persons entitled thereto; provided that payments made pursuant to Sections 2.17, 2.18, 2.19, 2.24, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the account of any other Person to the appropriate recipient promptly following receipt thereof. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Subject to the proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder. (d) Any payment hereunder by or on behalf of the Borrower to the Administrative Agent that is not received by the Administrative Agent in same day funds prior to 2:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent shall determine otherwise, be deemed to have been received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received become available funds). (e) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall be applied in accordance with the application arrangements set forth in this Agreement and the Security AgreementSection 8.3. (f) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Rate. (g) Any repayment of any Term Borrowing shall be accompanied by (i) all accrued and unpaid interest on the amount prepaid and (ii) the Prepayment Premium (other than (x) with proceeds of indebtedness incurred from the Administrative Agent, any Lender or any of their respective Affiliates or (y) pursuant to Section 2.2 or 2.17).

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party Borrowers of principal, interest, fees and other amounts required to be made hereunder or under any other Credit Document Obligations shall be made in Dollars in same day funds and by wire transfer or ACH transfer (which shall be the exclusive means of same day funds in Dollarspayment hereunder), without defense, recoupment, set-off setoff or counterclaim, free of any restriction or condition, and delivered to the account of the Administrative Agent in the United States of America most recently designated by it for such purpose and received by the Administrative Agent not later than 2:00 1:00 p.m. (New York City time) on the date due at the Payment Office (or such other address as the Administrative Agent may from time to time specify in accordance with Section 10.1) for the account of the Persons entitled theretorelevant Lenders; provided for purposes of computing interest and fees, funds received by the Administrative Agent after that payments made pursuant to Sections 2.18, 2.19, 2.24, 10.2 and 10.3 time on such due date shall be made directly deemed to have been paid by the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for Borrowers on the account of any other Person to the appropriate recipient promptly following receipt thereofnext succeeding Business Day. (b) All payments in respect of the principal amount of any Term Loan made pursuant to Section 2.10 shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, (i) such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due to such Lender pursuant to Section 2.5, 2.7, 2.9, 2.10, 2.11 or 2.12, and (ii) all other amounts due to such Lender, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes ABR Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the proviso provisos set forth in the definition of “Interest Period”, ,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (df) Any The Administrative Agent shall deem any payment hereunder by or on behalf of the Borrower to the Administrative Agent Borrowers hereunder that is not received by the Administrative Agent made in same day funds prior to 2:00 1:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent to be a non-conforming payment. Any such payment shall determine otherwise, 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 become available funds). (e) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or until the Collateral Agent in respect later of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall be applied in accordance with the application arrangements set forth in this Agreement and the Security Agreement. (f) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any the time prior to the third Business Day following the date such amount is distributed to itfunds become available funds, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Rate.and

General Provisions Regarding Payments. (a) All payments by the Borrower or any other Credit Party of principal, interest, fees and other amounts required to be made Obligations hereunder or under any other Credit Document shall be made by wire transfer of same day funds in DollarsDollars in immediately available funds, without defense, recoupment, set-off setoff or counterclaim, free of any restriction or condition. If any such payment is not made when due, the Administrative Agent shall, and the Borrower hereby authorizes the Administrative Agent to, debit a deposit account of Holdings or any of its Subsidiaries held with the Administrative Agent or any of its Affiliates and designated for such purpose by Holdings or such Subsidiary in order to cause timely payment to be made to the Administrative Agent of all principal, interest and fees due hereunder or under any other Credit Document (subject to sufficient funds being available in its accounts for that purpose). (b) Payments hereunder and under any other Credit Document shall be delivered to the Administrative Agent, for the account of the Lenders, not later than 2:00 p.m. on the date due at the Principal Office of the Administrative Agent in the United States or via wire transfer of America most recently immediately available funds to an account designated by it the Administrative Agent (or at such other location as may be designated in writing by the Administrative Agent from time to time); for such purpose purposes of computing interest and fees, funds received by the Administrative Agent not later than 2:00 p.m. (New York City time) after that time on such due date shall be deemed to have been paid by the Borrower on the date due for the account of the Persons entitled thereto; provided that payments made pursuant to Sections 2.18, 2.19, 2.24, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by it hereunder for the account of any other Person to the appropriate recipient promptly following receipt thereofnext Business Day. (bc) All 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, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (cd) The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable pro rata share of all payments and prepayments of principal and interest due 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. (e) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its pro rata share of any Adjusted LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. (f) Subject to the proviso provisos set forth in the definition of “Interest Period”, ,” whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, Day and such extension of time shall be included in the computation of the payment of interest hereunder. (d) Any payment hereunder by or on behalf of the Borrower to the Administrative Agent that is not received by the Administrative Agent in same day funds prior to 2:00 p.m. (New York City time) on the date due shallCommitment Fee hereunder, unless the Administrative Agent but such payment shall 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), made on the Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received become available funds)therefor for all other purposes hereunder. (e) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall be applied in accordance with the application arrangements set forth in this Agreement and the Security Agreement. (f) Unless the Administrative Agent shall have been notified by the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in its sole discretion, but shall not be obligated to, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to pay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent (i) at any time prior to the third Business Day following the date such amount is distributed to it, the customary rate set by the Administrative Agent for the correction of errors among banks and (ii) thereafter, the Base Rate.