Common use of General Provisions Regarding Payments Clause in Contracts

General Provisions Regarding Payments. All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable thereto, received by Administrative Agent. Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.

General Provisions Regarding Payments. Section 2.13 All payments by Company the Borrower of principal, interest, fees and other Obligations Obligations(a) hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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). 62 In the event that the Administrative Agent is unable to debit a deposit account of(b) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. All payments in respect of the principal amount of any Loan (other than than(c) voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. The Administrative Agent shall promptly distribute to each Lender, Lender at its primary address set forth on its signature page hereto or at such other such(d) address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. Notwithstanding the foregoing provisions hereof, if any any(e) 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 pro rata share of any Eurodollar Rate LIBOR RateSOFR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything Subject to the contrary herein, payments of amounts deposited provisos set forth in the collateral account pursuant definition of “Interest Period,” whenever(f) any payment to Section 2.14(c) 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 Facility Fee hereunder, but such payment shall be deemed to have been paid made on the date therefor for all other purposes hereunder. The Administrative Agent may, but shall not be obligated to, deem any payment(g) by Company or on behalf of the Borrower hereunder that is not made in same day funds prior to 2:00 p.m. to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (ai) 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 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 (unless otherwise provided by the Required Lenders) from the date such amounts are so deposited, amount was due and (b) if Company elects to apply payable until the date such amounts amount is paid in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.full. 63

General Provisions Regarding Payments. All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. All payments in respect of the principal amount of any Term Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Term Loan on a date when interest is due and payable with respect to such Term Loan) shall be applied to the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, SENIOR UNSECURED TERM LOAN EXECUTION AND GUARANTY AGREEMENT 838278-New York Server 7A including, without limitation, all fees payable thereto, received by Administrative Agent. 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 applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. (c) All payments in respect of the principal amount of any Loan (other than voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. (d) The Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. 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 applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.58

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. (c) All payments in respect of the principal amount of any Loan (other than voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. (d) The Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, 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 applicable Pro Rata Share pro rata share of any Eurodollar Adjusted LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (f) Subject to the contrary herein, payments of amounts deposited provisos set forth in the collateral account pursuant definition of “Interest Period,” whenever any payment to Section 2.14(c) be made hereunder shall be deemed stated to have been paid by Company be due on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.a day that is not a Business Day,

General Provisions Regarding Payments. (a) All payments by Company Borrowers of principal, premium, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off setoff or counterclaim, free of any restriction or condition. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. All payments of interest on the Notes shall be paid to the persons in whose names such Notes are registered on the Security Register at the close of business on the date fifteen (15) calendar days immediately preceding the related Interest Payment Date (the “Regular Record Date”) and all payments of principal on the Notes shall be paid to the persons in whose names such Notes are registered on the applicable Liquidity Event Payment Date or at the Stated Maturity Date, as applicable. Payments of principal (including Capitalized Interest) on any Note (other than on a Liquidity Event Payment Date as set forth in Section 9.06) shall be payable without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Borrowers made concurrently with or reasonably promptly after payment or prepayment in full of any Note, the Lenders shall surrender such Note for cancellation reasonably promptly after any such request, to the Borrowers at their principal executive office. Payments of interest on Notes shall be made, in accordance with this Agreement and delivered subject to Administrative Agent applicable laws and regulations, by check mailed on or before the due date for such payment to the Person entitled thereto at such Person’s address appearing on the Security Register or by wire transfer to such account as any Lender shall designate by written instructions received by any Borrower no less than 15 days prior to any applicable Interest Payment Date, which wire instruction shall continue in effect until such time as such Lender otherwise notifies the Borrowers or such Lender no longer is the registered owner of such Note or Notes. All payments shall be made not later than 12:00 noon 3:00 p.m. (New York City time) on the date due at the Funding and Payment Office for the account of Lendersdue; funds received by Administrative Agent any Lender after that time on such due date shall be deemed to have been paid by Company Borrowers on the next succeeding Business Day. All Until the Borrowers receive instructions to the contrary, all payments in respect of to the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) Purchaser shall be applied to made at the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable thereto, received by Administrative Agent. 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 specified in lieu of its applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans12.01.

General Provisions Regarding Payments. All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon p.m. (New York City time) on the date due at the Funding and Payment Administrative Agent's Principal Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaidprepaid interest , and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. 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 applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything Subject to the contrary herein, payments of amounts deposited provisos set forth in the collateral account pursuant definition of "Interest Period", whenever any payment to Section 2.14(cbe made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest or commitment fees hereunder. 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). Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been paid received by Company on Administrative Agent until the later of (ai) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amounts are so deposited, amount was due and (b) if Company elects to apply payable until the date such amounts amount is paid in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loansfull.

General Provisions Regarding Payments. All xiv)All payments by Company the Borrower or any other Credit Party of principal, interest, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made in Dollars in by wire transfer of same day fundsfunds in Dollars, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, to the account of the Administrative Agent most recently designated by it for such purpose and delivered to received by the Administrative Agent not later than 12:00 noon 1:00 p.m. (New York City time) on the date due at the Funding and Payment Office for the account of Lendersthe Persons entitled thereto; funds provided that 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. The Administrative Agent shall distribute any payment received by Administrative Agent after that time on such due date shall be deemed it hereunder for the account of any other Person to have been paid by Company on the next succeeding Business Dayappropriate recipient promptly following receipt thereof. All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include 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. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable thereto, received by Administrative Agent. Notwithstanding the foregoing provisions hereof, if 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 LoansBorrowing, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything Any payment hereunder by or on behalf of the Borrower to the contrary hereinAdministrative Agent that is not received by the Administrative Agent in same day funds prior to 1:00 p.m. (New York City time) on the date due shall, payments of amounts deposited in unless the collateral account pursuant to Section 2.14(c) Administrative Agent shall determine otherwise, be deemed to have been paid by Company received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.9), on the later Business Day immediately following the date of receipt (a) or, if later, the Business Day immediately following the date the funds received become available funds). If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall, subject to the requirements of any applicable Permitted Intercreditor Agreement, be applied in accordance with the application arrangements set forth in the Pledge and Security Agreement. Unless the Administrative Agent shall have been notified by the Borrower 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 amounts are so depositedamount 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 (bii) if Company elects to apply such amounts in accordance with Section 2.14(c)thereafter, the applicable date or dates such amounts are applied to prepay Eurodollar Rate LoansBase Rate.

General Provisions Regarding Payments. All payments by Company (a) On the Revolving Loan Maturity Date, all of principal, interest, fees and other the Obligations shall be made in Dollars in same day funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. All payments in respect of the principal Revolving Loans immediately shall become due and payable without notice or demand, and Company shall be required to repay all of such Obligations in full, and in the case of Obligations (i) in respect of Ancillary Services Agreements, Company shall provide Ancillary Services Collateralization, (ii) in respect of outstanding Letters of Credit, Company shall provide Letter of Credit Collateralization, and (iii) owed to Revolving Lenders under Interest Rate Agreements and Currency Agreements, Company shall pay any termination amount then applicable (or which would or could become applicable as a result of any Loan repayment of the other Obligations) under such Interest Rate Agreements or Currency Agreements (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on such agreements that, at such time, are allowed by the principal amount applicable Lender Counterparty to remain outstanding without being required to be repaid or prepaidcollateralized). On the Final Maturity Date, and all such payments (and, in any event, any payments of the Obligations in respect of any Loan on a date when interest is the Term Loans immediately shall become due and payable with respect to such Loan) without notice or demand, and Company shall be applied required to repay all of such Obligations in full (including in the payment case of interest before application to principal. Administrative Agent shall promptly distribute to each LenderObligations in respect of Interest Rate Agreements and Currency Agreements, paying any termination amount then applicable (or which would or could become applicable as a result of repayment of the other Obligations) under such Interest Rate Agreements or Currency Agreements (other than such agreements that, at its primary address set forth on its signature page hereto such time, are allowed by the applicable Lender Counterparty to remain outstanding without being required to be repaid or collateralized). On the Final Maturity Date, all of the Obligations in respect of the [**] Delayed Draw Term Loans and the Additional Delayed Draw Term Loans immediately shall become due and payable without notice or demand, and Company shall be required to repay all of such Obligations in full (including in the case of Obligations in respect of Interest Rate Agreements and Currency Agreements, paying any termination amount then applicable (or which would or could become applicable as a result of repayment of the other Obligations) under such Interest Rate Agreements or Currency Agreements (other than such agreements that, at such other address as such Lender may requesttime, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable thereto, received are allowed by Administrative Agent. 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 applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date Lender Counterparty to remain outstanding without being required to be repaid or dates such amounts are applied to prepay Eurodollar Rate Loanscollateralized).

General Provisions Regarding Payments. All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon (New York City time) on the CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable thereto, received by Administrative Agent. 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 applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. (c) All payments in respect of the principal amount of any Loan (other than voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. (d) The Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, 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 applicable Pro Rata Share pro rata share of any Eurodollar Adjusted LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.63 130164155_5

General Provisions Regarding Payments. (a) All payments by Company the Borrower or any other Credit Party of principal, interest, fees and other Obligations amounts required to be made hereunder or under any other Credit Document shall be made in Dollars in by wire transfer of same day fundsfunds in Dollars, without defense, set-off recoupment, setoff or counterclaim, free of any restriction or condition, to the account of the Administrative Agent most recently designated by it for such purpose and delivered to received by the Administrative Agent not later than 12:00 noon 1:00 p.m. (New York City time) on the date due at the Funding and Payment Office for the account of Lendersthe Persons entitled thereto; funds provided that payments required to be made directly to an Issuing Bank or the Swing Ling Lender shall be so made and payments made pursuant to Sections 2.18(c), 2.19, 2.20, 10.2 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any payment received by Administrative Agent after that time on such due date shall be deemed it hereunder for the account of any other Person to have been paid by Company on the next succeeding Business Dayappropriate recipient promptly following receipt thereof. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Revolving Loans and Swing Line Loans) shall include 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. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable thereto, received by Administrative Agent. Notwithstanding the foregoing provisions hereof, if (c) 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 BSBY Rate LoansLoan, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (d) Subject to the contrary herein, payments of amounts deposited proviso set forth in the collateral account pursuant definition of “Interest Period”, whenever any payment to Section 2.14(cbe 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) 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 1:00 p.m. (New York City time) on the date due shall, unless the Administrative Agent shall determine otherwise, be deemed to have been paid by Company received, for purposes of computing interest and fees hereunder (including for purposes of determining the applicability of Section 2.10), on the later of (a) Business Day immediately following the date of receipt (or, if later, the Business Day immediately following the date the funds received become available funds). (f) If an Event of Default shall have occurred and the maturity of the Loans shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent or the Collateral Agent in respect of any of the Obligations, or from any sale of, collection from or other realization upon all or any part of the Collateral, shall, subject to the requirements of the ABL Intercreditor Agreement, be applied in the following order: DMFIRM #406105327 v12 120 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest, any reimbursement of a drawing under a Letter of Credit or any fees due to any Issuing Bank in its capacity as such, any Designated Cash Management Services Obligations and any Designated Hedge Obligations) payable to the Administrative Agent, the Collateral Agent, any other Agent, any Issuing Bank or the Swing Line Lender in its capacity as such (the amounts are so deposited, and (b) if Company elects applied to apply be distributed among such amounts Secured Parties pro rata in accordance with the amounts of such Obligations owed to them on the date of any such distribution); Second, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Protective Advances and the Out-of-Formula Loans; Third, to payment of that portion of the Obligations constituting principal of the Protective Advances and the Out-of-Formula Loans; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans; Fifth, to payment of that portion of the Obligations constituting principal of the Swing Line Loans; Sixth, to payment of that portion of the Obligations constituting unreimbursed drawings under Letters of Credit and fees (including the fees accrued under Section 2.14(c2.11) payable to any Issuing Bank in its capacity as such (the amounts so applied to be distributed among the Issuing Banks pro rata in accordance with the amounts of such Obligations owed to them on the date of any such distribution); Seventh, to payment of an amount to the Administrative Agent equal to 103% of the maximum aggregate amount that is, or at any time thereafter pursuant to the terms thereof may become, available for drawing under all outstanding Letters of Credit (regardless of whether any conditions for drawing could then be met), to Cash Collateralize such Obligations for the applicable date or dates such ratable benefit of the Issuing Banks; Eighth, to payment of that portion of the Obligations constituting indemnities, expenses and other amounts are (other than principal, interest, fees, any Designated Cash Management Services Obligations and any Designated Hedge Obligations) payable to the Lenders (the amounts so applied to prepay Eurodollar Rate Loans.be distributed among the Lenders pro rata in accordance with the amounts of such Obligations owed to them on the date of any such distribution); Ninth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving Loans and fees payable to any Lender in its capacity as such (including all fees accrued under Section 2.11) (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of such Obligations owed to them on the date of any such distribution); DMFIRM #406105327 v12 121

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. (c) All payments in respect of the principal amount of any Loan (other than voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. (d) The Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, 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 applicable Pro Rata Share pro rata share of any Eurodollar Adjusted LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (f) Subject to the contrary herein, payments of amounts deposited provisos set forth in the collateral account pursuant definition of “Interest Period,” whenever any payment to Section 2.14(c) 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 paid by Company made on the later date therefor for all other purposes hereunder. (g) The Administrative Agent may, but shall not be obligated to, deem any payment by or on behalf of (a) the date such amounts are so deposited, and (b) if Company elects Borrower hereunder that is not made in same day funds prior to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.2:00 p.m. 59

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. (c) All payments in respect of the principal amount of any Loan (other than voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. (d) The Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, 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 applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.55

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. (c) All payments in respect of the principal amount of any Loan (other than voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. (d) The Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, 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 applicable Pro Rata Share pro rata share of any Eurodollar Adjusted LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (f) Subject to the contrary herein, payments of amounts deposited provisos set forth in the collateral account pursuant definition of “Interest Period,” whenever any payment to Section 2.14(c) be made hereunder shall be deemed stated to have been paid by Company be due on a day that is not a Business Day, such payment shall be made on the later next succeeding Business Day and such extension of (a) time shall be included in the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), computation of the applicable date payment of interest hereunder or dates such amounts are applied to prepay Eurodollar Rate Loans.of the Commitment 55

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 noon 1:00 p.m. (New York City time) on the date due at the Funding and Payment Principal Office of the Administrative Agent for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business DayXxxxxxx. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments shall be accompanied by payment of Revolving Loans any fees required to be paid in connection with such principal payment pursuant to Section 2.8 and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any 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 its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Xxxxxx’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due related thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate SOFR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (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 contrary herein, payments next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of amounts deposited the Borrower hereunder that is not made in the collateral account pursuant same day funds prior to Section 2.14(c1:00 p.m. (New York City time) (unless a later time is otherwise specified herein with respect to such payment) to be a non-conforming payment. Any such payment shall not be deemed to have been paid received by Company on the Administrative Agent until the later of (ai) the date time such amounts are so depositedfunds become available funds, and (bii) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans.next Business Day. The

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 noon 1:00 p.m. (New York City time) on the date due at the Funding and Payment Principal Office of the Administrative Agent for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business DayXxxxxxx. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments shall be accompanied by payment of Revolving Loans any fees required to be paid in connection with such principal payment pursuant to Section 2.8 and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any 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 its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Xxxxxx’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due related thereto, including, without limitation, including all fees payable with respect thereto, to the extent received by the Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate SOFR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (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 contrary herein, payments next succeeding Business Day. (f) The Administrative Agent shall deem any payment by or on behalf of amounts deposited the Borrower hereunder that is not made in the collateral account pursuant same day funds prior to Section 2.14(c1:00 p.m. (New York City time) (unless a later time is otherwise specified herein with respect to such payment) to be a non-conforming payment. Any such payment shall not be deemed to have been paid received by Company on the Administrative Agent until the later of (ai) the date time such amounts are so depositedfunds become available funds, and (bii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if Company elects to apply such amounts 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 2.14(c7.1(a), . Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the applicable period from the date or dates of such amounts are applied payment to prepay Eurodollar Rate Loans.the next succeeding

General Provisions Regarding Payments. All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 noon Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable thereto, received by Administrative Agent. 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 applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be. Notwithstanding anything to the contrary herein, payments of amounts deposited in the collateral account pursuant to Section 2.14(cSECTION 2.14(d) shall be deemed to have been paid by Company on the later of (a) the date such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(cSECTION 2.14(d), the applicable date or dates such amounts are applied to prepay Eurodollar Rate Loans. 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).

General Provisions Regarding Payments. (a) All payments by Company Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 noon p.m. (New York City time) on the date due at the Funding and Payment Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans and Swing Line that are Base Rate Loans) shall include be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent. Notwithstanding the foregoing, it is understood and agreed that on the 2018 Revolving Commitment Maturity Date, prepayments of Revolving Loans shall be directed on a non-ratable basis (as amongst the Revolving Loans) to pay in full the 2018 Revolving Loans. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (e) Subject to the contrary provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of amounts deposited the respective Lenders to which such payment is owed, in Dollars and otherwise in the collateral account pursuant manner set forth in clause (a) of this Section 2.16. (g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to Section 2.14(c12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been paid received by Company on Administrative Agent until the later of (ai) the date time such amounts are so depositedfunds become available funds, and (bii) the next succeeding Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if Company elects to apply such amounts 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 2.14(c8.1(a), . Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the applicable period from the date or dates of such amounts are applied payment to prepay Eurodollar Rate Loans.the - 79 -

General Provisions Regarding Payments. All payments (including prepayments) to be made by the Company under any Financing Document, including payments of principalprincipal of and premium and interest on the Notes, interestfees, fees expenses and other Obligations indemnities, shall be made in Dollars in same day funds, without defense, set-off or counterclaimcounterclaim and in immediately available funds. If any payment hereunder becomes due and payable on a day other than a Business Day, free such payment shall be extended to the next succeeding Business Day and, with respect to payments of any restriction or conditionprincipal, and delivered interest thereon shall be payable at the then applicable rate during such extension. The Company shall make all payments in immediately available funds to Administrative Agent not later than 12:00 noon each Lender's Payment Account before 11:00 A.M. (New York City time) on the date due at when due. Each payment (including prepayments) by the Funding and Payment Office for the Company on account of Lenders; funds received by Administrative Agent after that time principal of and interest on such due date any Loans shall be deemed made pro rata according to have been paid the respective outstanding principal amounts of such Class of Loans held by Company on the next succeeding Business Dayeach Lender. All payments in respect of amounts payable by the principal amount of Company hereunder or under any Loan other Financing Document not paid when due (other than voluntary prepayments of Revolving Loans and Swing Line Loans) shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest before application to principal. Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or at such other address as such Lender may request, its applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunderon the Notes, together with all other which shall bear interest as set forth therein) shall bear interest, payable on demand, for each day until paid at a rate per annum equal to 2% plus the then applicable rate of interest charged on such amounts due thereto, including, without limitation, all fees payable thereto, received by Administrative Agent. Notwithstanding under the foregoing provisions hereofFinancing Documents (or, if the Financing Documents do not provide for any Conversion/Continuation Notice interest to be charged on such amounts, 2% plus the then applicable rate of interest charged on Working Capital Loans); provided, that, solely with respect to reimbursable expenses and other unscheduled amounts payable from time to time by the Company hereunder or under any other Financing Document, so long as no Event of Default is withdrawn as then in existence the interest provided for in this sentence with respect to any Affected reimbursable expenses or other such unscheduled amounts shall not accrue until the lapse of three Business Days following the delivery by the Agent or any Lender or if any Affected Lender makes Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything to the contrary hereinCompany of a statement, payments of amounts deposited in the collateral account pursuant to Section 2.14(c) shall be deemed to have been paid by Company on the later of (a) the date reasonable detail, setting forth such amounts are so deposited, and (b) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date then due expenses or dates such amounts are applied to prepay Eurodollar Rate Loansother amounts.

General Provisions Regarding Payments. (a) All payments by Company the Borrower of principal, interest, fees and other Obligations hereunder or under any other Credit Document shall be made in Dollars in same day immediately available funds, without defense, set-off recoupment, 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 and designated for such purpose by the Borrower 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) 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 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 Agent, for the account of the Lenders, not later than 12:00 noon (New York City time) 2:00 p.m. on the date due at the Funding Principal Office of the Administrative 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 purposes of computing interest and Payment Office for the account of Lenders; fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Company the Borrower on the next succeeding Business Day. (c) All payments in respect of the principal amount of any Loan (other than voluntary prepayments repayments of Revolving Loans and Swing Line Loans) shall include 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. (d) The Administrative Agent shall promptly distribute to each Lender, at its primary address set forth on its signature page hereto or Lender at such other address as such Lender may requestshall indicate in writing, its such Lender’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, without limitation, 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 applicable Pro Rata Share pro rata share of any Eurodollar Adjusted LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. Notwithstanding anything (f) Subject to the contrary herein, payments of amounts deposited provisos set forth in the collateral account pursuant definition of “Interest Period,” whenever any payment to Section 2.14(c) 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 paid made on the date therefor for all other purposes hereunder. (g) The Administrative Agent may, but shall not be obligated to, deem any payment by Company or on behalf of the Borrower hereunder that is not made in same day funds prior to 2:00 p.m. to be a non-conforming payment. Any such non-conforming payment shall not be deemed to have been received by the Administrative Agent until the later of (ai) the date time such amounts are so depositedfunds become available funds, and (bii) if Company elects to apply such amounts in accordance with Section 2.14(c), the applicable date or dates such amounts are applied next Business Day. The Administrative Agent shall give prompt telephonic notice to prepay Eurodollar Rate Loans.the