Common use of Manner of Payment Clause in Contracts

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 4:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender the Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender, each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, Revolving Commitment Fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders entitled to such payment or the Administrative Agent, as the case may be, in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Notwithstanding the foregoing clause (a), if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 2.16(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, The Cash Bonus Pool for any prepayment) by fiscal year during the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes Term shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent determined after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lenderfiscal year. If the Administrative Agent shall not have received any payment from the Borrower as and when dueHowever, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent Executive shall fail be permitted to make distribution to any Lender as required under this Section 2.8draw during each fiscal year, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principalon a quarterly basis, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration against his anticipated allocation of the Loans under Section 8.2 hereofCash Bonus Pool for such year, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: as follows: (i) to Following each fiscal quarter, the payment on Corporation shall determine a pro rata basis pro-rated Cash Bonus Pool amount for the period from the beginning of any fees or expenses then due the fiscal year through the end of such fiscal quarter, calculated as set forth in clauses (x), (y) and payable to the Administrative Agent or expenses then due and payable to the Lenders; (iiz) to the payment of interest then due and payable on the Loans on a pro rata basis and Section 6(a) hereof. For purposes of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent such determination, Target EBITDA, Incentive EBITDA, Adjusted Incentive EBITDA and the Lenders, or any amount described under subclause (II) of them, hereunder or under the Notes or any other Loan Document; and said clause (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and feesz), if any, shall be prorated for the relevant year-to-date period. (ii) The Executive shall be permitted to draw up to two-thirds of his allocated amount of the pro-rated Cash Bonus Pool, less the amount of all prior draws for the same fiscal year. (iii) Following the end of the fiscal year, the Corporation shall determine whether the amount of the Cash Bonus Pool allocable to the Executive exceeds or is less than the Executive's draws under the pro-rated Cash Bonus Pool for such fiscal year. (iv) If the allocated amount of the Cash Bonus Pool to which the Executive is entitled exceeds the amount of the Executive's draws for the fiscal year, the Corporation shall pay the difference to the participant not later than ninety (90) after the end of the fiscal year. If the allocated amount of the Cash Bonus Pool to which the Executive is entitled is less than the amount of the Executive's draws for the fiscal year, the Executive shall repay the difference to the Corporation within one hundred twenty (120) days after the Corporation informs the Executive in connection writing of the deficiency, with a calculation thereof in reasonable detail. The amount required to be repaid shall bear interest at the applicable federal rate from the date of the respective draw(s) until repayment. If the Executive shall dispute the amount of the deficiency, the Executive shall inform the Corporation in writing of such paymentdispute on or before the date payment of the deficiency is otherwise due, shall provide the Corporation with a statement of the basis for the dispute in reasonable detail and shall pay to the Corporation any undisputed amount thereof on or prior to the aforesaid payment date. Thereafter, the Executive and the Corporation shall in good faith attempt to resolve the dispute, but if the dispute cannot be resolved prior to the expiration of thirty (30) days from the aforesaid payment date, the dispute shall be submitted to arbitration in accordance with the procedures set forth in Section 25. (v) The Executive's repayment obligations under the preceding clause (iv) of this Section 6(b) shall be secured by all unexercised options, vested or unvested, to acquire capital stock of the Corporation granted by the Corporation to the Executive.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants' commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and the Lendersany amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or any of them, hereunder or under the Notes or any other Loan Document; and (iv) 14.2 shall be paid to the payment Administrative Agent for the account of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants' commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and the Lendersany amount payable to any Lender under Section 5.9, 5.10, 5.11, 5.12 or any of them, hereunder or under the Notes or any other Loan Document; and (iv) 14.2 shall be paid to the payment Administrative Agent for the account of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 14.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each Except as otherwise expressly provided herein, each payment (including, without limitation, any prepayment) by the a Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, and shall be made without any setoff, counterclaim or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsdeduction whatsoever. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute to each such amounts Lender at its address for notices set forth herein its Pro Rata Share in respect of the following order relevant facility (or other applicable share as provided herein) of priority, all on a pro rata basis such payment and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent on account of the principal of or expenses then due and interest on the Swingline Loans or of any fee, commission or other amounts payable to the Lenders; (ii) to Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and of any Issuing Bank’s fees shall be made in like manner, but for the Lenders, or any account of them, hereunder or under the Notes or any other Loan Document; and (iv) such Issuing Bank. Each payment to the payment Administrative Agent of principal then due Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable on to any Lender under Sections 2.07.3, 2.10, 2.11 or 10.08 shall be paid to the Loans on a pro rata basis. (d) Administrative Agent for the account of the applicable Lender. Subject to any contrary provisions in the definition definitions of Interest PeriodPeriod and Interest Payment Date, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 2.14.1(b).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and the Lendersany amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or any of them, hereunder or under the Notes or any other Loan Document; and (iv) 14.2 shall be paid to the payment Administrative Agent for the account of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the LendersBanks, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 8.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.11, 10.3 or 10.4(d) shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 4.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. 12:00 noon (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent Lender at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may beLender's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Without waiving any other rights or recourse that the Borrower may otherwise have against any Lender for such Lender's breach of its obligations hereunder, the Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) If some but less than all amounts due from the Borrower are received by the Administrative Lender, the Administrative Lender shall apply such amounts in the following order of priority: (i) to the payment of the Administrative Lender's expenses incurred on behalf of the Lenders then due and payable, if any; (ii) to the payment of all other fees then due and payable; (iii) to the payment of interest then due and payable on the Advances; (iv) to the payment of all other amounts not otherwise referred to in this clause (d) then due and payable under the Loan Documents; and (v) to the payment of principal then due and payable on the Advances. (e) Each payment by the Borrower in respect of obligations relating to the Facility A Advances, Facility B Advances and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Lenders pro rata in accordance with their respective Specified Percentages. Each payment by the Borrower in respect of obligations relating to Swing Line Advances (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Swing Line Bank. Notwithstanding anything in this Section 2.10(e) or any --------------- other provision of this Agreement or any other Loan Document to the contrary, any payment by the Borrower in respect of any Advances after acceleration of the Advances pursuant to Section 8.2 or any monies received by the Administrative ----------- Lender as a result of the exercise of remedies under any Loan Documents after acceleration of the Advances pursuant to Section 8.2 shall be distributed pro ----------- rata to each Lender based on the percentage that the outstanding Advances and Reimbursement Obligations owed to such Lender bears to the aggregate Advances and Reimbursement Obligations owed to all Lenders.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Advances, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any other Loan Document shall be made not later than 1:00 p.m. 12:00 noon (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent Lender at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may beLender's office, in lawful money of the United States of America in constituting immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and unless, with respect to a payment due in respect of a LIBOR Advance, such Business Day falls in another calendar month, in which case payment shall be made on the preceding Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Without waiving any other rights or recourse that the Borrower may otherwise have against any Lender for such Lender's breach of its obligations hereunder, the Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) If some but less than all amounts due from the Borrower are received by the Administrative Lender, the Administrative Lender shall apply such amounts in the following order of priority: (i) to the payment of the Administrative Lender's reasonable expenses incurred on behalf of the Lenders then due and payable, if any; (ii) to the payment of all other fees then due and payable; (iii) to the payment of interest then due and payable on the Advances; (iv) to the payment of all other amounts not otherwise referred to in this clause (d) then due and payable under the Loan Documents; and (v) to the payment of principal then due and payable on the Advances. (e) Each payment by the Borrower in respect of obligations relating to the Revolving Credit Advances and the Letters of Credit (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Lenders pro rata in accordance with their respective Specified Percentages. Each payment by the Borrower in respect of obligations relating to Swing Line Advances (whether for principal, interest, fees or otherwise) shall be made to the Administrative Lender for the account of the Swing Line Bank.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including without limitation the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York p.m.(Philadelphia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars (except with respect to Alternate Currency Loans, as to which payments will be made in the currency in which such Alternate Currency Loan was made) in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m.(Philadelphia time) on such day shall be deemed a payment on such date for the purposes of Section 11.1 hereof, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m.(Philadelphia time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof4.6, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsSection 4.7, the Administrative Agent Section 4.8, Section 4.9 or Section 13.2 hereof shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii) hereof, if any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) All payments to be made by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New Yorkwithout condition or deduction for any counterclaim, New York time) on defense, recoupment or setoff. Except as otherwise expressly provided, the date specified for Borrower shall make each payment under this Agreement the Loan Documents to the Administrative Agent Agent, in Dollars and in immediately available funds at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lenders entitled to such payment, by depositing such payment in immediately available fundsthe Agent’s Account not later than 11:00 a.m. on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 p.m. (New York, New York time) 11:00 a.m. on any Business Day shall be deemed received on the next succeeding Business Day. Receipt by Not later than 12:00 Noon on the Administrative day such payment is made, the Agent of any payment intended for any Lender or Lenders hereunder prior shall deliver to 1:00 p.m. (New Yorkeach Lender, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a the Lender’s Applicable Lending Office, in Dollars and in immediately available funds, such Lender’s share of the payment so made. Delivery shall be made in accordance with the written instructions satisfactory to the Agent from time to time given to the Agent by each Lender. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender, the Administrative Agent will promptlyin immediately available funds with interest thereon, but no later than the close of business on for each day from and including the date such amount is distributed to it to but excluding the date of payment is deemed receivedto the Agent, thereafter distribute at the amount so received greater of the Federal Funds Rate and a rate determined by the Agent in like funds to such Lender. accordance with banking industry rules on interbank compensation. (c) If the Administrative Agent shall not have received fail to deliver to any other Lender Party its share of any payment received from the Borrower as and when duerequired by Section 2.9(a), the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail pay to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date its share of such payment was due until paid together with interest on such amount at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due for each day from the Borrower are received by date such amount was required to be paid to such Lender until the Administrative date the Agent with respect pays such amount to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLender. (d) Subject to Sections 2.10 and 7.3, all payments made by the Borrower under the Loan Documents shall be applied to the Obligations as the Borrower may direct; provided that if the Borrower does not provide any contrary provisions in such direction to the definition of Interest PeriodAgent, if all amounts paid or received shall be applied, subject to Section 2.10, as the Agent may reasonably deem appropriate. (e) Whenever any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be stated to be due on a day which that is not a Business Day, it such payment shall instead by made on the next succeeding Business Day (subject to accrual of interest and fees for the period of extension), except that, in the case of Euro-Dollar Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the The principal of or and premium, if any, and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes Bonds shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders payable in any coin or the Administrative Agent, as the case may be, in lawful money currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts (which shall be in immediately available funds), and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, such principal and premium, if any, and interest thereon shall be payable at the Principal Office of the Trustee, as Paying Agent. Any payment received Payment of interest on any Interest Payment Date on any Bond shall be made to the Owner thereof as of the close of business on the Record Date immediately prior thereto and, except as otherwise provided in Section 2.13 hereof with respect to Book-Entry Bonds, shall be (i) made by check or draft of the Trustee, as Paying Agent, mailed on the Interest Payment Date to the Owner as of the close of business on the Record Date immediately preceding the Interest Payment Date, at the Owner’s address as it appears on the registration books of the Issuer kept by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on Trustee or at such other address as is furnished to the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt Trustee in writing by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no Owner not later than the close of business on the date Record Date for such payment is deemed receivedInterest Payment Date, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) transmitted by wire transfer to the account with a member of the Federal Reserve System located within the continental United States of America of any Owner which owns at least $1,000,000 in aggregate principal amount of the Bonds and which shall have provided wire transfer instructions to the Trustee prior to the close of business on such Record Date, but, in the case of interest payable in respect of a Flexible Segment, only upon presentation of such Bond (if such Bond is not a Book-Entry Bond) at the Principal Office of the Trustee for exchange or transfer in accordance with the provisions hereof, except, in each case, that, if and to the extent that there shall be a default in the payment of the interest then due and payable on such Interest Payment Date, such defaulted interest shall be paid to the Owners in whose names any such Bonds are registered at the close of business on the Loans on a pro rata basis and fifth (5th) Business Day preceding the date of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to such defaulted interest. All payments will be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentimmediately available funds.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including any Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Payment of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars and in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall promptly distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or Lenders’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentLenders, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made in like manner but for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof6.8, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations6.9, the Administrative Agent 6.10, 6.11 or 15.11 shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to in like manner but for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 6.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be deemed made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. (b) Prior to the occurrence and continuance of an Event of Default, the Administrative Agent shall apply payments received or collected from any Borrower or any other Credit Party or for the account of any Borrower or any other Credit Party (including the monetary proceeds of collections or of realization upon any Collateral) as follows: first, to the payment in full of any fees, indemnities or expense reimbursements then due to the Administrative Agent from any Borrower or any other Credit Party; second, ratably, to the payment in full of any fees, indemnities, or expense reimbursements then due to the Lenders and the Issuing Lender from any Borrower or any other Credit Party, other than fees, indemnities and expenses reimbursements incurred solely in connection with any Bank Products; third, ratably, to the payment in full of interest due in respect of any Loans (and including any Agent Advances) and L/C Obligations; fourth, to the payment in full of principal in respect of Agent Advances; fifth, to the payment in full of principal in respect of the Swingline Loans; sixth, ratably, to the payment in full of principal in respect of the Revolving Credit Loans and to pay Obligations then due arising under or pursuant to any Bank Products of a Borrower or another Credit Party with a Bank Product Provider (up to the amount of any then effective Reserve established in respect of such Obligations); and seventh, to pay or prepay any other Obligations, whether or not then due, in such order and manner as the Administrative Borrower requests so long as no Event of Default exists or has occurred and is continuing, otherwise as the Administrative Agent directs and for the Administrative Agent to hold as cash collateral in respect of the L/C Obligations. (c) Notwithstanding anything in this Agreement or any other Loan Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, the Administrative Agent shall apply payments received or collected from any Borrower or any other Credit Party or for the account of any Borrower or any other Credit Party (including the monetary proceeds of collections or of realization upon any Collateral) as follows: first, to the payment in full of any fees, indemnities or expense reimbursements then due to the Administrative Agent from any Borrower or any other Credit Party; second, ratably, to the payment in full of any fees, indemnities, or expense reimbursements then due to the Lenders and the Issuing Lender from any Borrower or any other Credit Party, other than fees, indemnities and expenses reimbursements incurred solely in connection with any Bank Products; third, ratably, to the payment in full of interest due in respect of any Revolving Credit Loans, Swingline Loans, Agent Advances and L/C Obligations; fourth, to the payment in full of principal in respect of Agent Advances; fifth, to the payment in full of principal in respect of the Swingline Loans; sixth, ratably, to the payment in full of principal in respect of the Revolving Credit Loans and to pay or prepay Obligations then due arising under or pursuant to any Bank Products of a Borrower or another Credit Party with a Bank Product Provider (up to the amount of any then effective Reserve established in respect of such Obligations); seventh, to the payment in full of cash collateral in respect of the L/C Obligations until the aggregate amount thereof equals one hundred five (105%) percent of the aggregate undrawn amount of all then outstanding Letters of Credit through the end of the latest expiration date of such Letters of Credit plus the amount of any other contingent Obligations (but not including for this purpose any Obligations arising under or pursuant to any Bank Products); and eighth, to pay or prepay any other Obligations whether or not then due, in such order and manner as the Administrative Agent determines.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the any Borrower on account of the (except with respect to principal of or and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes on, Advances denominated in an Alternative Currency) shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Each payment (including, without limitation, any prepayment) by any Borrower with respect to principal of and interest on, Advances denominated in an Alternative Currency shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in such Alternative Currency in same day funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the relevant Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Each Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the any Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including, without limitation, the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Cleveland time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Cleveland time) on such day shall be deemed a payment on such date for the purposes of Section 12.1 hereof, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Cleveland time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Agent of each such payment, the Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Each payment to the Agent of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lenderthe Agent, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 14.2 hereof shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration Agent for the account of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii) hereof, if any payment under this Agreement or any of the other Loan Documents is Document shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower Duratek on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lenders, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s OfficeAccount, for the account of the Lenders Lenders, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (New York time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Duratek as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In Only upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower Duratek agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letter, under any Notes or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofwhatsoever (other than any deductions or withholdings required by law on account of Taxes). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Duratek are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then due and payable owing to the Lenders; Administrative Agent on such date; (ii) second, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date. (iii) third, to the payment of fees and all other amounts not otherwise referred to of the accrued and unpaid interest and any premiums on the Obligations of Duratek under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the Lenders, or any ratably based upon the respective aggregate amounts of them, hereunder or under all such interest owing to the Notes or any other Loan Document; Administrative Agent and the Lenders on such date; (iv) fourth, ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lenders on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lenders on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); (v) fifth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (vi) sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a pro rata basiscourt of competent jurisdiction may direct. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lenders in accordance with such Lender’s pro rata share of the aggregate principal amount of the Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (e) Subject to any contrary provisions in the definition of “Interest Period, ,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from Duratek prior to the date on which any payment is due to any Lender hereunder that Duratek will not make such payment in full, the Administrative Agent may assume that Duratek has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Duratek shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each Except as specifically provided herein, each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages or, with respect to any such payment in accordance with the terms hereof under the EDC Credit Facility or the Fairfax Credit Facility, as applicable, as may otherwise be due to the EDC Credit Lender or the Fairfax Credit Lender, as applicable (except as specified below), in the applicable Permitted Currency, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative AgentAgent of each such payment, the Administrative Agent shall distribute to each Lender at its Lending Office its pro rata share of such payment in accordance with such Lender’s Commitment Percentage or, with respect to any such payment in accordance with the terms hereof under the EDC Credit Facility or the Fairfax Credit Facility, as applicable, as may otherwise be due to the EDC Credit Lender or the Fairfax Credit Lender as applicable (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the L/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 14.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding anything to the contrary in this Section, to the extent that any Revolving Credit Loans made hereunder are made in accordance with the Revolving Credit Commitment Percentages of the Lenders, payments with respect to such Revolving Credit Loans shall be allocated in accordance with the Revolving Credit Commitment Percentages of the Lenders.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 3:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 4:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 4:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkAtlanta, New York Georgia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkAtlanta, New York Georgia time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New YorkAtlanta, New York Georgia time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever. So long as the applicable Lender has complied with Section 2.13 hereof, except the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder, under the Notes or under any other Loan Document free and clear of all taxes, levies and withholding. So long as provided in the applicable Lender has complied with Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 2.13 hereof, if some but less than all amounts due from the Borrower are received is required by the Administrative Agent with Applicable Law to deduct any taxes from or in respect of any sum payable to the Obligationssuch Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(b)), the Administrative Agent shall distribute or such amounts in the following order of priorityLender, all on a pro rata basis as applicable, receives an amount equal to the Lenders: sum it would have received had no such deductions been made; (iii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the payment on a pro rata basis of any fees relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or expenses then due and payable such Lender, as applicable, with evidence satisfactory to the Administrative Agent or expenses then due and payable such Lender, as applicable, that such deducted amounts have been paid to the Lenders; (ii) relevant taxing authority. Before making any such deductions, such Lender shall designate a different lending office and may take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of such Lender be otherwise disadvantageous to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basissuch Lender. (dc) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Prior to the declaration of an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all in accordance where applicable with the respective Commitment Ratios of the Lenders for the applicable Commitment: first, to the payment of any fees or expenses then due and payable to the Administrative Agent, the Issuing Bank and the Lenders, or any of them; second, to the payment of interest then due and payable on the Loans; third, to the payment of all other amounts not otherwise referred to in this Section 2.9(d) then due and payable to the Administrative Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes, the Letters of Credit or any other Loan Document; fourth, to the payment of principal then due and payable on the Loans; fifth, to any other Obligations not otherwise referred to in this Section 2.9(d) until all such Obligations are paid in full; sixth, to damages incurred by the Administrative Agent, the Issuing Bank or the Lenders, or any of them, by reason of any breach hereof or of any other Loan Document; and seventh, as otherwise required by Applicable Law.

Manner of Payment. (a) Loans Denominated in Dollars. Each payment (including, without limitation, any prepaymentincluding repayments described in Article II) by the any Borrower on account of the principal of or interest on the Loans and denominated in Dollars or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note (except as set forth in Section 4.4(b)) shall be made in Dollars not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or in accordance with Section 4.4(c) at the Administrative Agent's Office, as the case may be, in lawful money of the United States of America in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any succeeding Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rateall purposes. (b) The Loans Denominated in Alternative Currencies. Each payment (including repayments described in Article II) by any Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration on account of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order principal of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and denominated in any Alternative Currency shall be made in such Alternative Currency not later than 11:00 a.m. (the time of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (ivAgent's Correspondent) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any date specified for payment under this Agreement or any to the Administrative Agent's account with the Administrative Agent's Correspondent for the account of the other Loan Documents is specified to Lenders in accordance with Section 4.4(c) in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 12:00 noon (the time of the Administrative Agent's Correspondent) on a such day which is not a Business Day, it shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day, and such extension . Any payment received after 12:00 noon (the time of time the Administrative Agent's Correspondent) shall in such case be included in computing interest and fees, if any, in connection with such paymentdeemed to have been made on the next succeeding Business Day for all purposes.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including any Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its Commitment Percentage (except as specified below). Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Payment of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptlyAgent, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which that is not a Business Day, it shall be made on the next succeeding day that is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) Each payment in the case of Fixed Rent and recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (includingb) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection), in each case at the times provided herein without limitationsetoff or counterclaim. If Tenant pays Fixed Rent by wire transfer, then Tenant shall not be in default of Tenant’s obligation to pay any prepayment) such Fixed Rent if and for so long as Tenant shall timely comply with Landlord’s wire instructions in connection with such payments. If Tenant shall have timely complied with Landlord’s instructions pertaining to a wire transfer, but the funds shall thereafter have been misdirected or not accounted for properly by the Borrower on account of recipient bank designated by Landlord, then the principal of or interest on same shall not relieve Tenant’s obligation to make the Loans and any other amount owed to payment so wired, but shall toll the Lenders or due date for such payment until the Administrative Agent or any of them under this Agreement or the Notes wired funds shall have been located. All Rent shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, paid in lawful money of the United States to Landlord at its office or such other place as Landlord may from time to time designate. If Tenant fails timely to pay any Rent, Tenant shall pay interest thereon from the date when such Rent became due to the date of America Landlord’s receipt thereof at the lesser of (i) the base rate from time to time announced by Citibank, N.A. (or if Citibank, N.A. shall not exist, such other major bank in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) as shall be deemed received on the next Business Day. Receipt designated by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior Landlord in a notice to 1:00 p.m. (Tenant) to be in effect at its principal office in New York, New York time(the “Base Rate”) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as plus 3% per annum and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then maximum rate permitted by law. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the Loans thirtieth (30th) day after the date of Landlord’s invoice therefor. All bills, invoices and statements rendered to Tenant with respect to this Lease shall be binding and conclusive on a pro rata basis and of fees then due and payable Tenant subject to Section 7.13 hereof. Notwithstanding anything to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to contrary contained in this Section 2.8(c) then due and payable to the Administrative Agent and the LendersLease, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then Fixed Rent shall be due and payable on the Loans first day of the month and failure to pay such Rent on or prior to the first day of any month shall be considered a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment default under this Agreement or any of Lease and interest shall accrue as provided in this Section 3.07 from and after the other Loan Documents is specified to be made on a first day which is not a Business Day, it shall be made on the next Business Day, Rent becomes due and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentpayable.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.9(b)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Banks for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under the Facility B Commitment; and (v) to the payment of principal then due and payable on a pro rata basisthe Loans made under the Facility A Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided including withholding taxes, excluding, (i) in the case of each Lender and the Administrative Agent taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes (including, but not limited to, the Branch Profits Tax under Section 10.3 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable lending office or any political subdivision thereof and (iii) in the case of any Lender organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrower which would not have been imposed had such Lender, to the extent then required thereunder, delivered to the Borrower and the Administrative Agent the forms prescribed by Section 2.13 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or 59442126_10 interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 3:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 4:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 4:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes Note shall be made not later than 1:00 p.m. (New YorkBaltimore, New York Maryland time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Baltimore time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Baltimore, Maryland time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Agent of each such payment, the Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money . Each payment to the Agent of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) Agent’s fees or expenses shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than and any amount payable to any Lender under any Section of this Agreement relating to payments due to the close Lenders shall be paid to the Agent for the account of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such applicable Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Anything in the foregoing to the contrary notwithstanding, the portion of any interest payment remitted to any Lender with respect to any Cash Management Loan shall be equal only to interest on the amount advanced by such Lender, at the applicable rate, from the date such Lender advances its Percentage Commitment of such Loan.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (subject to Article III, including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by to the Administrative Agent after 1:00 p.m. (New York, New York time) made in connection with a Swingline Loan shall be deemed received on made in like manner, but for the next Business Dayaccount of the Swingline Lender. Receipt by Each payment to the Administrative Agent of any payment intended for any Lender Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution and any amount payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 13.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, The total amount of any prepayment) principal and interest due on Global Notes on any Interest Payment Date or at Maturity shall be paid by the Borrower on account of the principal of or interest on the Loans and any other amount owed NIB to the Lenders Fiscal Agent in immediately available funds no later than 10:00 A.M. (New York City time) (or no later than 10:00 A.M. in the Administrative Relevant Financial Center set forth on such Note with regard to payments to be made in a currency other than U.S. dollars) on such date. NIB will make such payment on such Global Notes by instructing the Fiscal Agent to withdraw funds from an account maintained by NIB at the Fiscal Agent or by wire transfer to the Fiscal Agent. NIB will confirm any of them under this Agreement or such instructions in writing to the Notes shall be made not later than 1:00 p.m. Fiscal Agent. Prior to 11 A.M. (New York, New York City time) on the date of Maturity or as soon as possible thereafter, the Fiscal Agent will pay (assuming the Fiscal Agent has received funds from NIB) by separate wire transfer (using Fedwire message entry instructions in a form previously specified for payment under this Agreement by DTC) to the Administrative Agent an account at the Administrative Agent’s Office, for the account Federal Reserve Bank of the Lenders or the Administrative Agent, as the case may beNew York previously specified by DTC, in lawful money of funds available for immediate use by DTC, (or, with respect to payments to be made in a currency other than U.S dollars, to an account in the United States of America Relevant Financial Center set forth on such Note in immediately available funds. Any payment accordance with instructions received by the Administrative Fiscal Agent after 1:00 p.m. from DTC) each payment of principal (New Yorktogether with interest thereon) due on a Global Note on such date. On each Interest Payment Date (other than at Maturity), New York time) interest payments shall be deemed received on made to DTC, in funds available for immediate use by DTC, in accordance with existing arrangements between the next Business Day. Receipt by Fiscal Agent and DTC (or, with respect to payments to be made in a currency other than U.S. dollars, to an account in the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders Relevant Financial Center set forth on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received Note in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are accordance with instructions received by the Administrative Fiscal Agent from DTC). On each such date, DTC will pay, in accordance with respect its SDFS operating procedures then in effect, such amounts to be paid in U.S. dollars in funds available for immediate use to the Obligations, respective Participants in whose names the Administrative Book-Entry Notes represented by such Global Notes are recorded in the book-entry system maintained by DTC. Neither NIB (as issuer or as paying agent) nor the Fiscal Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to have any direct responsibility or liability for the payment on a pro rata basis by DTC to such Participants of any fees or expenses then due the principal of and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisBook-Entry Notes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) prorata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its prorata share of such payment in accordance with such Lender’s Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of, or interest on, the Swingline Loans or of any fee, commission or other amount payable to the Swingline Lenders shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the applicable Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the applicable Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 13.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay principal, interest, fees and all other amounts due hereunder or under the Notes any other Loan Document without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes and levies (other than withholding taxes), except unless required by Applicable Law. If the Borrowers are required by Applicable Law to deduct any taxes other than Excluded Taxes (“Taxes”) from or in respect of any sum payable to the Lender hereunder, under any Note or under any other Loan Document: (i) the Borrowers shall increase the amount payable hereunder or thereunder, as provided applicable, to the extent necessary to provide that, after making all required deductions or withholdings for Taxes (including deductions applicable to additional sums payable under this Section 2.7(a)), the Lender receives an amount equal to the sum it would have received had no such deductions been made and sums payable under this Agreement shall be increased accordingly; (ii) the Borrowers shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrowers shall provide the Lender with evidence that such deducted amounts have been paid to the relevant taxing authority by delivery to the Lender on whose account such payment was made of the official tax receipts or copies of such receipts within thirty (30) days after payment for such tax or, to the extent such receipts are not available, such other evidence as may be reasonably satisfactory to the Lender. If the Borrowers fail to make any such payment when due, the Borrowers shall indemnify the Lender for any incremental Taxes, interest or penalties that may become payable by the Lender as a result of such failure. (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Entity in Section 10.3 hereofaccordance with Applicable Law. (c) Prior to The Borrowers shall indemnify the acceleration Lender, promptly after written demand therefore, for the full amount of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received any Taxes (including Other Taxes) paid by the Administrative Agent Lender, as the case may be, on or with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all any payment by or on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis account of any fees or expenses then due and payable to obligation of the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder Borrowers or under the Notes or any other Loan Document; Document (including Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7) and (iv) any penalties, interest and reasonable, documented, out-of-pocket expenses arising therefrom or with respect thereto, in each case whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment of principal then due and payable on or liability delivered to the Loans on a pro rata basis. (d) Subject to any contrary provisions in Borrowers by the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it Lender shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentconclusive absent manifest error.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lenders, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Lenders, or the Administrative Agent, as the case may be, in lawful money of the United States of America Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (Houston time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letters, under the Notes, or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersLenders where applicable: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisNotes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof4.9, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsSection 4.10, the Administrative Agent Section 4.11 or Section 13.3 shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable be paid to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each Borrower shall make each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans hereunder and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made without deduction, setoff or counterclaim not later than 1:00 p.m. 11:00 A.M. (New York, New York timeLocal Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s OfficeAccount in the Principal Financial Center for the relevant Currency in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(d), 2.06, 2.08, 2.10 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the Lenders or payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Additional Commitment Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.01(c), and upon the Administrative Agent’s receipt of such Lender’s Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or Current Termination Date, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received make all payments hereunder and under any payment from Notes issued in connection therewith in respect of the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior assumed thereby to the acceleration Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the Loans under information contained therein in the Register pursuant to Section 8.2 hereof8.07(c), if some but less than all amounts due from and after the Borrower are received by the Administrative Agent with respect to the Obligationseffective date specified in such Assignment and Assumption, the Administrative Agent shall distribute such amounts make all payments hereunder and under the Notes in respect of the following order of priority, all on a pro rata basis interest assigned thereby to the Lenders: Lender assignee thereunder, and the parties to such Assignment and Assumption (iwhich shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to the payment on a pro rata basis such effective date directly between themselves. The making by any Borrower of any fees or expenses then due and payable payment to the Administrative Agent or expenses then due and payable for the account of any Lender as herein provided shall pro tanto discharge the relevant obligation of such Borrower to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basissuch Lender. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each Other Specified Currencies Payment of any amount payable on any Supplemental Obligation in a Required Currency other than U.S. dollars will be made by wire transfer of immediately available funds to such account as is maintained in such Required Currency at a bank or other financial institution acceptable to the Bank and the Trustees and as shall have been designated at least five Business Days prior to the applicable payment (including, without limitation, any prepayment) date by the Borrower Person entitled to receive such payment; provided that, in the case of any such payment due on account the Maturity shown therein of the principal or on any redemption date of such Supplemental Obligation (other than any payment of interest that first becomes due on an Interest Payment Date), subject to Section 6 below, this Security must be surrendered at the office or interest on agency of the Loans and Bank maintained for that purpose in The City of New York (or at any other amount owed office or agency maintained by the Bank for that purpose) in time for the Paying Agent to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes make such payment in such funds in accordance with its normal procedures. Such account designation shall be made not later than 1:00 p.m. (New York, New York time) on by transmitting the date specified for payment under this Agreement appropriate information to the Administrative Agent U.S. Trustee at the Administrative Agent’s its Corporate Trust Office, for 0000 X. Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 XXX, by mail, hand delivery, telecopier or in any other manner approved by the U.S. Trustee. Unless revoked, any such account of designation made with respect to any Supplemental Obligation by the Lenders or Holder hereof will remain in effect with respect to any further payments with respect to such Supplemental Obligation payable to such Holder. If a payment in a Required Currency other than U.S. dollars with respect to any Supplemental Obligation cannot be made by wire transfer because the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment required account designation has not been received by the Administrative Agent U.S. Trustee on or before the requisite date or for any other reason, the Bank will cause a notice to be given to the Holder of this Security at its registered address requesting an account designation pursuant to which such wire transfer can be made and such payment will be made within five Business Days after 1:00 p.m. (New Yorkthe Trustee’s receipt of such a designation meeting the requirements specified above, New York time) shall be deemed received with the same force and effect as if made on the next Business Daydue date. Receipt The Bank will pay any administrative costs imposed by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt banks in connection with making payments by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent wire transfer with respect to this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the Obligations, the Administrative Agent shall distribute such amounts in the following order Holder of priority, all on a pro rata basis to the Lenders: (i) to this Security and may be deducted from the payment on a pro rata basis of any fees by the Bank or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisPaying Agent. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans its Loans, fees, and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made not later than 1:00 p.m. 12:00 noon (New York, New York Eastern time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. 12:00 noon (New York, New York Eastern time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. In the event that the Administrative Agent does not promptly distribute such amounts, the Administrative Agent shall pay interest on such amounts to the Banks at the Overnight Federal Funds Rate until such amounts are distributed. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that Banks accordingly and the Administrative Agent shall fail not be obligated to make distribution to any Lender as required distributions under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate2.9. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) The Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever. (d) If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(d)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, such Bank shall designate a different lending office and shall take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of such Bank be otherwise disadvantageous to such Bank.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lender Parties, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New YorkCharlotte, New York North Carolina time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office's Account, for the account of the Lenders Lender Parties, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New YorkCharlotte, New York North Carolina time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New YorkCharlotte, New York North Carolina time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a LenderLender Party, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (Charlotte, North Carolina time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such LenderLender Party. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Lender Parties accordingly. In Upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letters, under any Notes, or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Lenders; Issuing Bank (iisolely in its capacity as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Bank on such date; (iii) third, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iiiiv) fourth, to the payment of all other amounts not otherwise referred to of the accrued and unpaid interest on the Obligations of the Borrower under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the LendersLender Parties, or any ratably based upon the respective aggregate amounts of themall such interest owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, hereunder or under the Notes or any other Loan Document; and (iv) ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on a pro rata basissuch date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); and (vi) sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Term Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lender Parties in accordance with such Lender Party's pro rata share of the sum of (i) the aggregate principal amount of the Loans outstanding at such time and (ii) the aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender Party. (e) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each 2.9.1. Except as otherwise expressly provided, the Borrower shall make each payment (includingunder the Loan Documents to the Agent in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any set-off, recoupment, counterclaim or interest on the Loans and any Taxes (other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkExcluded Taxes), New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lender Party entitled to such payment, by depositing such payment in immediately available fundsthe Agent's Account not later than 11:00 a.m. (California time) on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 p.m. 11:00 a.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York California time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders received on such the next succeeding Business Day. In Not later than 1:00 p.m. (California time) on the case of a day such payment is made, the Agent shall deliver to each Lender, for the account of a the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the Administrative payment so made, determined pursuant to Section 2.15. Delivery shall be made in accordance with the written instructions satisfactory to the Agent will promptlyfrom time to time given to the Agent by each Lender. Without limiting the rights of the Lender Parties under Section 9.10., but no later than each Lender Party shall have the close right, at any time, to charge any account of business on the date Borrower maintained with the Lender Party for the amount of any payment due by the Borrower under the Loan Documents or to deduct the amount of any such payment is deemed received, thereafter distribute from any remittance due to the amount so received in like funds to such LenderBorrower hereunder. 2.9.2. If the Administrative Agent shall not have received Whenever any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be due on a day which that is not a Business Day (or, in the case of any payment with respect to any LIBOR Rate Loan, not a LIBOR Business Day), it such payment shall instead be made on the next succeeding Business Day (or, in the case of any such payment with respect to any LIBOR Rate Loan, the next succeeding LIBOR Business Day), and together with interest accrued during the period of such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentextension.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its pro rata share in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 11.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 4.14(a)(ii).

Manner of Payment. (a) Each Borrower shall make each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans hereunder and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made without deduction, setoff or counterclaim not later than 1:00 p.m. 11:00 A.M. (New York, New York timeLocal Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s OfficeAccount in the Principal Financial Center for the relevant Currency in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(d), 2.06, 2.08, 2.10 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the Lenders or payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Additional Commitment Xxxxxx becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.01(c), and upon the Administrative Agent’s receipt of such Xxxxxx’s Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or Current Termination Date, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received make all payments hereunder and under any payment from Notes issued in connection therewith in respect of the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior assumed thereby to the acceleration Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the Loans under information contained therein in the Register pursuant to Section 8.2 hereof8.07(c), if some but less than all amounts due from and after the Borrower are received by the Administrative Agent with respect to the Obligationseffective date specified in such Assignment and Assumption, the Administrative Agent shall distribute such amounts make all payments hereunder and under the Notes in respect of the following order of priority, all on a pro rata basis interest assigned thereby to the Lenders: Lender assignee thereunder, and the parties to such Assignment and Assumption (iwhich shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to the payment on a pro rata basis such effective date directly between themselves. The making by any Borrower of any fees or expenses then due and payable payment to the Administrative Agent or expenses then due and payable for the account of any Lender as herein provided shall pro tanto discharge the relevant obligation of such Borrower to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basissuch Lender. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans and Loans, any Reimbursement Obligation or of any fee or other amount owed amounts payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 3:00 p.m. (New York, New York Boston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or pro rata in accordance with their respective Revolving Facility Percentages at the Administrative Agent, as the case may be's Office, in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 4:00 p.m. (New York, New York Boston time) on such day shall be deemed received a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Receipt Upon receipt by the Administrative Agent of each such payment the Agent shall credit each Lender's account with its pro rata share of such payment in accordance with such Lender's respective Revolving Facility Percentage and shall wire advice of the amount of such credit to each Lender. (b) If the conditions set forth in Section 5.2 have been fulfilled and sufficient funds are available within the limits of the amount of Revolving Credit Loans that may be borrowed as provided in Section 2. 1, then the Borrower shall be deemed to have requested a Revolving Credit Loan under Section 2.1 in an amount equal to the amount of any interest or fees coming due hereunder. The Agent shall be deemed to have given the notice to each Lender required by Section 2.2 at such time as the Agent has notified the Lenders of the amount of the interest or fee due, and each Lender shall be deemed to have made available to the Borrower a Revolving Credit Loan in its Revolving Facility Percentage of the amount of the interest or fee upon receipt by the Lender of notice from the Agent. Such Revolving Credit Loan shall initially be a Base Rate Loan. The parties agree that the notice provisions for making Revolving Credit Loans as provided in Section 2.2 shall not apply to the making of Revolving Credit Loans as contemplated by this subsection. (c) The Borrower hereby irrevocably authorizes the Agent, each Lender and each Affiliate thereof to charge any account of the Borrower maintained with such Person (other than any account designated as a "payroll" account) with such amounts as may be necessary from time to time to pay any Secured Obligations which are not paid when due. (d) Notwithstanding the foregoing, as between the Agent and the Lenders, no Lender shall be deemed to have received any amounts paid hereunder until the credits referred to in subsection (a) of this Section 4.4 have been made and if the Borrower makes any payment intended for any Lender or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York Boston time) on any Business Day shall be deemed and the Agent fails to constitute receipt make such credits by 4:00 p.m. (Boston time) on the same Business Day or if the Borrower makes any payment after 3:00 p.m. (Boston time) on any Business Day and the Agent fails to make such Lender or Lenders credits by 11:00 a.m. (Boston time) on such the following Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received pay interest to each Lender to whom any payment from the Borrower as and when dueportion of such payments are payable, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Effective Rate. , on the amount of such payments payable to such lender for the period from (bbut not including) The Borrower agrees the date on which such amount should have been credited to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except such Lender as provided in Section 10.3 hereof. above through (cand including) Prior to the acceleration of the Loans under Section 8.2 hereofdate on which such credits are actually made. If, if some but less than all amounts on any date on which payments are due from the Borrower are received by the Administrative Agent with respect to the Obligationshereunder, the Administrative Agent shall distribute such amounts actual payments received from the Borrower are insufficient to pay in full all principal of, and accrued interest on, the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then Loans which are due and payable on the Loans on a such date, such amounts received shall be applied to repay such Secured Obligations pro rata basis and of fees then due and payable to among the Lenders based on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis' respective Revolving Facility Percentages. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lenders, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Lenders, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (Houston time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letters, under the Notes, or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisNotes. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this 42 Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, fees, and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made not later than 1:00 p.m. (New York, New York Eastern time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any The failure of the Borrower to make any such payment by such time shall not constitute a Default hereunder, provided that such payment is received by the Administrative Agent in immediately available funds by 4:00 p.m. (Eastern time) on such due date, but any such payment made after 1:00 p.m. (New York, New York Eastern time) on such due date shall be deemed received to have been made on the next Business Day. Receipt by Day for the purpose of calculating interest on amounts outstanding on the Loans, unless the Administrative Agent Agent, in fact, was able to remit to such Bank its pro rata share of any such payment intended for any Lender or Lenders hereunder prior to 1:00 by 4:00 p.m. (New York, New York Eastern time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Daydue date. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) So long as the applicable Bank has complied with Section 2.13 hereof, the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder, under the Notes or under any other Loan Document without set-off or counterclaim or any deduction whatsoever and free and clear of all taxes, levies and withholding. So long as the applicable Bank has complied with Section 2.13 hereof, if the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the such Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(c)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, such Bank shall designate a different lending office and may take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of such Bank be otherwise disadvantageous to such Bank.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed deemed, solely for the purpose of the calculation of interest, received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or hereunder, under the Notes or under any other Loan Document without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, levies and withholding other than taxes on the revenues or net income of any Bank and except as provided in Section 10.3 hereof2.13. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Bank hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(b)), the Administrative Agent or such Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Bank, as applicable, with evidence satisfactory to the Administrative Agent or such Bank, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent or any of the Banks with respect to the Obligations, such amounts shall be paid to the Administrative Agent, and the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis(except as provided in Section 2.2(e) hereof); (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans (and, for purposes of this clause (iv), Obligations under Interest Hedge Agreements, to the extent the Administrative Agent has received notice that such Obligations are then due and payable, shall be paid on a pro rata basisbasis with the Loans). (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Facility B Loans, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made not later than 1:00 p.m. (New York, New York City time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any The failure of the Borrower to make any such payment by such time shall not constitute a Default hereunder, provided that such payment is received by the Administrative Agent in immediately available funds by 4:00 p.m. (New York City time) on such due date, but any such payment made after 1:00 p.m. (New York, New York City time) on such due date shall be deemed received to have been made on the next Business Day. Receipt by Day for the purpose of calculating interest on amounts outstanding on the Facility B Loans, unless the Administrative Agent Agent, in fact, was able to remit to such Lender its pro rata share of any such payment intended for any Lender or Lenders hereunder prior to 1:00 by 4:00 p.m. (New York, New York City time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Daydue date. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) So long as the applicable Lender has complied with Section 2.13 hereof, the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder, under the Notes or under any other Loan Document without set-off or counterclaim or any deduction whatsoever and free and clear of all taxes, levies and withholding. So long as the applicable Lender has complied with Section 2.13 hereof, if the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the such Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(c)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Lender, as applicable, with evidence satisfactory to the Administrative Agent or such Lender, as applicable, that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, such Lender shall designate a different lending office and may take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of such Lender be otherwise disadvantageous to such Lender.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the (except with respect to principal of or and interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes on, Advances denominated in an Alternative Currency) shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Each payment (including, without limitation, any prepayment) by the Borrower with respect to principal of and interest on, Advances denominated in an Alternative Currency shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in such Alternative Currency in same day funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Banks, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent Agent, the Issuing Banks and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement Agreement, the Notes or the Notes other Loan Documents shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest and fee accrual. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any otherwise in respect of the other Loan Documents is Loans shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Except as otherwise provided below, any and all payments by the Borrowers to the Administrative Agent or any other Credit Party under this Agreement or otherwise in respect of the Loans shall be made without set-off or counterclaim or deduction whatsoever. (i) Unless otherwise required by Applicable Law, any and all payments by the Borrowers to the Administrative Agent and the other Credit Parties, or any of them, under this Agreement or otherwise in respect of the Loans shall be made without any deduction or withholding for present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding, however, franchise, withholding, branch or other similar Taxes, duties, fees or charges imposed on or measured by any Credit Party's net income or receipts (such non-excluded items being called "TAXES"). (ii) If any of the Borrowers shall be required by Applicable Law to deduct any Taxes from or in respect of any amounts payable hereunder or otherwise in respect of the Loans to the Administrative Agent or any other Credit Party, (A) except as otherwise provided in this Section, the sum payable shall be increased ("ADDITIONAL AMOUNTS") as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(c)), the Administrative Agent or such other Credit Party, as the case may be, receives an amount equal to the sum it would have received had no deductions been made, (B) the applicable Borrower shall make such deductions, and (C) the applicable Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Moreover, if any Taxes (which for purposes of this sentence shall include taxes and charges imposed on or measured by net income or receipts of any Credit Party by any jurisdiction to the extent imposed on Additional Amounts) are directly asserted against any Credit Party with respect to any payment received by such Credit Party hereunder, such Credit Party may pay such Taxes, and, except as otherwise provided in this Section, the Borrowers, jointly and severally, will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received and retained by such Credit Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Credit Party would have received and retained had no such Taxes been asserted; PROVIDED, HOWEVER, such Credit Party shall give written notice to the Borrowers, accompanied by, to the extent provided by the relevant taxing authority, a calculation in reasonable detail of the amount demanded and evidence of the Taxes imposed on such Credit Party, after such Credit Party has actual knowledge of the imposition of any Taxes. Where notice is not given to the Borrowers within forty-five (45) days after the Credit Party receives written notice of the assertion of Taxes and the PAGE 38 Borrowers do not otherwise have notice of such assertion, the Borrowers shall not be required to pay penalties, additions to taxes, expenses, and interest accruing on such Taxes from the date forty-five (45) days after the receipt by the Credit Party of written notice of the assertion of such Taxes until the date that the Borrowers receive such notice. The Borrowers shall furnish to such Credit Party within forty-five (45) days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to Applicable Law true and correct copies of tax receipts evidencing payment by any of the Borrowers. Except as otherwise provided in this Section, if any of the Borrowers fails to pay any Taxes that it is required to pay pursuant to the terms of this Agreement when due to the appropriate taxing authority or fails to remit to any of the Credit Parties the required receipts or other required documentary evidence, the Borrowers shall, jointly and severally, indemnify the Credit Parties for any incremental Taxes, interest or penalties that may become payable by the Credit Parties primarily as a result of any such failure. (iii) Each Lender that is not a United States person within the meaning of Section 7701 of the Code (a "FOREIGN LENDER") shall deliver to the Borrowers and the Administrative Agent, no later than the date hereof (or if such Foreign Lender becomes a party to this Agreement (whether by assignment or otherwise) after the date hereof, the date upon which such Foreign Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that such Foreign Lender is on the date of delivery thereof entitled to receive any and all payments from the Borrowers under this Agreement or otherwise in respect of the Loans free from withholding of United States federal income tax or (B) in the case of such Foreign Lender that is not legally entitled to deliver either form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized officer of such Foreign Lender to the effect that such Foreign Lender is not (x) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of a Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE") and (II) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or successor applicable form, certifying that such Foreign Lender is entitled to an exemption from United States federal withholding tax on payments of interest. Each Foreign Lender shall, from time to time, deliver updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption Certificates, or any successors thereto, to the Borrowers and the Administrative Agent to the extent and in the manner required under United States federal tax law. The Borrowers shall not be required to pay any Additional Amounts under Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II) fails to qualify for a complete reduction or exemption of United States federal tax withholding for any reason other than a change in the United States federal tax law, or the official interpretation thereof, in each case, after the delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, or (III) is treated as a "conduit entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. Notwithstanding the foregoing, if at the date of an assignment pursuant to which a Foreign Lender becomes a party to this Agreement, the assignor was entitled to payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee, shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, establishing a withholding rate for such Foreign Lender that is less than the rate the assignor was subject to, and the assignee shall be entitled to receive Additional Amounts to such extent the assignor was so entitled. (iv) Each of the Credit Parties agrees that it will, to the extent reasonable and without material cost or risk to it, (A) take all actions reasonably requested by the Borrowers to maintain all exemptions, if any, available to it from United States federal withholding taxes (whether available by treaty, statute, or existing administrative waiver) and (B) otherwise cooperate with the Borrowers to minimize any amounts payable by the Borrowers under this Section 2.10(c), including the contest of any asserted tax liability. (v) Any Credit Party that becomes aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of Additional Amounts paid by the Borrowers, which refund, would reasonably be considered allocable to or resulting from such payment or indemnification made pursuant to this Section 2.10, shall promptly notify the Borrowers of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrowers, apply for such refund with the Borrowers being responsible for any incremental costs associated with such refund request; PROVIDED, HOWEVER, that (A) none of the Borrowers shall be entitled to any damages as a result of the failure of such Credit Party to so notify the Borrowers of the availability of such refund and (B) none of the Borrowers shall have the right to examine the books or records of any Credit Party. If any Credit Party receives any such refund (as described in the preceding sentence), it shall promptly repay the amount of such refund (together with any interest received thereon) to the Borrowers; PROVIDED, HOWEVER, that the Borrowers, upon the request of the applicable Credit Party, shall, jointly and severally, repay the amount paid over to the Borrowers in the event such Credit Party is required to repay such refund to the applicable authority. (vi) If the Borrowers are or become required to pay any Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrowers shall have the right, upon notice to the Administrative Agent and such Credit Party to (A) prepay without penalty, on a non-pro rata basis, all or any portion of a Loan held by such Credit Party plus all interest and Additional Amounts owing to such Credit Party as of the date of such prepayment, (B) require such Credit Party to use reasonable efforts to designate a different lending office for funding or booking its Loan under this Agreement or to assign its rights and obligations under this Agreement to another of its offices, branches or affiliates, or (C) require such Credit Party to effect an assignment of all of its rights and obligations under this Agreement to another Credit Party designated by the Borrowers if, in the case of clause (B) or (C) such designation or assignment (x) would eliminate or reduce amounts payable pursuant to this Section 2.10 in the future and (y) would not cause the imposition on such Credit Party of any additional costs or legal or regulatory burdens deemed by such Credit Party to be material or otherwise disadvantageous to such Credit Party.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, letter of credit fees, and any other amount owed to the Lenders Banks, the Managing Agents or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York Houston time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks, the Managing Agents or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York Houston time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York Houston time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Subject to compliance by each Bank to the extent applicable with the requirements of Section 2.13, the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Managing Agents, the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders Loans, on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and Agent, the LendersManaging Agents, or the Banks, or any of them, hereunder or under the Notes or any other Loan DocumentNotes; and (iv) to the payment of principal then due and payable on the Loans Notes, on a pro pro-rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its pro rata share in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 11.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 4.14(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages or the Administrative AgentTerm Loan Percentages, as the case may beapplicable, (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 3:00 p.m. (New York, New York time) on such day shall be deemed received a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Receipt Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage or Term Loan Percentage, as applicable, (except as specified below) and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of the Issuing Lender’s fees and expenses shall be made in like manner, but for the Lenders, or any account of them, hereunder or under the Notes or any other Loan Document; and (iv) Issuing Lender. Each payment to the payment Administrative Agent of principal then due Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable on to any Lender under Sections 5.8, 5.9, 5.11 or 14.2 shall be paid to the Loans on a pro rata basis. (d) Administrative Agent for the account of the applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its pro rata share in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 11.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 4.14(a)(ii). SECTION 4.5

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Philadelphia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Philadelphia time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Philadelphia time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees, Lenders' facility fee or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 13.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (aA) Each payment Payments of (including, without limitation, any prepaymenti) principal and interest to be made by the Borrower on account of the principal of or interest on the Loans and any other amount owed Borrowers with respect to the Lenders or the Administrative Agent or any Notes and Letter of them under this Agreement or the Notes Credit Outstandings shall be made not later than 1:00 p.m. (New York, New York time) on by the date specified for payment under this Agreement Borrowers to the Administrative Agent for the ratable benefit of the Banks in their respective Proportionate Shares at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be's address specified in Section 10.10 hereof, in lawful money immediately available funds in coin or currency of the United States of America in immediately available fundsAmerica. Any payment received by the Administrative The Agent after 1:00 p.m. (New York, New York time) shall be deemed entitled to charge any of the payments owing to the Agent or any of the Banks hereunder or under any other Loan Document to any account(s) of the Borrowers maintained at the Agent. (B) The Borrowers shall maintain a demand deposit account with the Agent at all times that this Agreement is in effect, and the Agent may (and the Borrowers authorize the Agent to) debit such deposit account of the Borrowers (maintained with the Agent) for any amount due and owing as payment under the Notes, hereunder or under any other Loan Document. (C) Unless the Agent shall have received notice from the Borrowers prior to the date on the next Business Day. Receipt by the Administrative Agent of which any payment intended for any Lender or Lenders is due to the Banks hereunder prior that the Borrowers will not make such payment in full, the Agent may assume that the Borrowers have made such payment in full to 1:00 p.m. (New Yorkthe Agent on such date and the Agent may, New York time) on any Business Day in reliance upon such assumption, but shall be deemed under no obligation to, cause to constitute receipt by such Lender or Lenders be distributed to each Bank on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute an amount equal to the amount so received in like funds to then due such LenderBank. If and to the Administrative Agent extent that the Borrowers shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date so made such payment was due until paid in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Bank until such Bank repays such amount to the Agent. (bD) The Borrower agrees Agent shall after receipt of any payment (including any repayment) relating to pay the payment of principal, interest, fees and all Letter of Credit Outstandings, Commitment Fees or any other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsObligations governed hereby, cause to be distributed in like funds to each Bank such Bank's Proportionate Share of such payment, such distribution to be made by the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) by 2:00 p.m. on the day such payment is made with respect to the payment payments received on a pro rata basis of any fees or expenses then due before 11:00 a.m. on such date and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) on the next Business Day with respect to payments received after 11:00 a.m. on such date. Such payments shall be made at the office of the appropriate Bank specified by such Bank or at such other place as such Bank may from time to time designate in writing to the Agent. All payments on each Note shall be applied first to the payment of interest then due and payable on the Loans on a pro rata basis unpaid amount thereof, and of fees then due and payable to the Lenders on a pro rata basis; (iii) thereafter to the payment and reduction of all other amounts the unpaid principal amount thereof. In the event the Agent does not otherwise referred make timely payment as required hereby to in this Section 2.8(c) then due and payable any Bank, the Agent shall pay interest to such Bank at the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) Federal Funds Rate on such unpaid amount for each day such amount is unpaid until such amount is so paid to the payment of principal then due and payable on the Loans on a pro rata basissuch Bank. (dE) Subject In the event any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any amounts owing to it in excess of its ratable share of payments on account of the Credit Facilities obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in their respective Proportionate Shares of the Credit Facilities owing to them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them; provided, however, that if all or any contrary provisions portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery together with an amount equal to such Bank's ratable share (according to the proportion of (a) the amount of such Bank's required payment to (b) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrowers agree that any Bank so purchasing a participation from another Bank pursuant hereto, to the fullest extent permitted by law and as provided herein, may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Borrowers in the definition amount of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentparticipation.

Manner of Payment. All sums payable to the Fiscal Agent hereunder shall be paid in the currency or currencies in which payments are required to be made to the Bondholders to such account at such bank as the Fiscal Agent may from time to time indicate to the Issuer. All payments in U.S. dollars shall be made in the City of New York and all payments in any other currency shall be made in the City of New York or, as agreed between the Fiscal Agent and the Issuer, in an important financial center in the country of such currency, in each case in immediately available and freely convertible funds, except that payments in U.S. dollars may be made in New York same-day funds. In order to provide for the payment of principal on, and interest in respect of, the Bonds as the same shall become due: (a) Each payment (includingthe Issuer shall pay, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. noon (12:00) (New YorkYork time) on each date upon which such payment of interest is payable in accordance with the Conditions or such other date and time as may be agreed by the Issuer and the Bank if the currency of the Issue is other than U.S. or Canadian dollars, an amount sufficient to pay the interest (including accrued interest) due in respect of all the Bonds Outstanding on such date; (b) at maturity or whenever any of the Bonds then Outstanding in accordance with the Conditions shall be required to be redeemed, the Issuer shall pay, not later than noon (12:00) (New York time) on the maturity date or relevant redemption date or such other date and time as may be agreed by the Issuer and the Bank if the currency of the Issue is other than U.S. or Canadian dollars, an amount sufficient to pay the principal or the redemption amount (including premium, if any) of such Bonds, in all cases with accrued interest (if any) to the date of such payment; and (c) the Issuer shall pay, whenever the Issuer shall elect to redeem all (but not part of) the Bonds of any Issue then Outstanding in accordance with the Conditions, not later than noon (12:00) (New York time) on the relevant redemption date or such other date and time as may be agreed by the Issuer and the Bank if the currency of the Issue is other than U.S. or Canadian dollars, an amount sufficient to pay the redemption amount (including premium, if any) of such Bonds, in all cases with accrued interest (if any) to the date of such payment. All payments to be made under sub-paragraphs (a) to (c) inclusive above shall be made to such account with such bank (including the Bank) as the Fiscal Agent has, by notice to the Issuer, specified for this purpose no less than 2 Business Days prior to the payment date. The Issuer shall confirm to the Bank, by facsimile, no less than 1 Business Day prior to the date any payment is due to be made to the Fiscal Agent that the Issuer has issued irrevocable payment instructions for the transfer of the relevant sum to such account with such bank (including the Bank) as the Fiscal Agent has so notified the Issuer. Subject to any agreement existing from time to time between the Issuer and the Bank, the Fiscal Agent will notify the Issuer and the Paying Agents forthwith by facsimile as soon as it becomes aware of any non-receipt of funds which it expected to receive under this Agreement sub-clause (E). The Fiscal Agent will, subject to the Administrative Agent at fulfillment by the Administrative Agent’s OfficeIssuer of its obligations under the following paragraph, for credit or transfer to the account of each of the Lenders Paying Agents the amount of any payments made by such Paying Agent upon receipt of notification from such Paying Agent of any such amount. If the Fiscal Agent or any Paying Agent makes payment of principal, interest or premium, if any, in respect of the Bonds at a time when the Fiscal Agent has not received the full amount of any payment due to it under this sub-clause (E) and the Fiscal Agent is not able out of the funds received by it thereunder to appropriate the full amount of such payment for its own account or reimburse such Paying Agent therefor, as the case may be, the Issuer shall from time to time on demand pay to the Fiscal Agent for account of the Fiscal Agent or such Paying Agent the amount so paid out by the Fiscal Agent or such Paying Agent and not so appropriated for or reimbursed to it. All payments made by the Issuer to such account with such bank (including the Bank) in the manner set forth hereinabove shall discharge the liability of the Issuer for all sums due to the holders of the Bonds, but only to the extent of the sums paid by the Issuer to such payee. Unless otherwise agreed between the Issuer and the Fiscal Agent or the Administrative Paying Agent, nothing in this Agreement shall be interpreted to obligate the Fiscal Agent or the Paying Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like advance funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with any Issue other than to the extent of sums actually received by such paymentagent from the Issuer, directly or indirectly.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes other Loan Documents shall be made not later than 1:00 p.m. 11:00 a.m. (New YorkDallas, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or and the Administrative Agent, or any of them, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. 11:00 a.m. (New YorkDallas, New York Texas time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders the Administrative Agent hereunder prior to 1:00 p.m. 11:00 a.m. (New YorkDallas, New York Texas time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders the Administrative Agent (as appropriate) on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to If any Lender as required payment under this Section 2.8Agreement or any of the Notes shall be specified to be made on a day which is not a Business Day, the Administrative Agent agrees to pay such Lender interest from the date such payment was shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, due until paid at the Federal Funds Rateand payable on such next succeeding Business Day. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsAgent, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the LendersCommitment Ratios: (i) to the costs and expenses, if any, incurred by the Administrative Agent in the collection of such amounts under this Agreement; (ii) to the payment on a pro rata basis of any all fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lendershereunder; (iiiii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iiiiv) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any the other Loan DocumentDocuments; and (ivv) to the payment of principal then due and payable on the Loans on a pro rata basisoutstanding, which payment shall be applied against outstanding Advances in the following order of priority: (A) Advances, the Interest Period for which is expiring concurrently with such payment, (B) other Base Rate Advances, and (C) other LIBOR Advances. Subsequent to the acceleration of the Loans under Section 8.2 hereof, all amounts received from any source whatsoever by the Administrative Agent or any of the Lenders with respect to the Borrower shall be paid to and distributed by the Administrative Agent in the manner provided in Section 2.11(c) hereof. (d) Subject Prior to the date on which any contrary provisions Person becomes a Lender hereunder, and from time to time thereafter if required by law due to a change in circumstances or if reasonably requested by the definition Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of Interest Periodchange in law or otherwise), if any payment each Lender organized under this Agreement the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with an IRS Form 4224 or any of Form 1001 or other applicable form, certificate or document prescribed by the other Loan Documents is specified Internal Revenue Services certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made on to such Lender hereunder and under any Note. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to United States withholding tax (or there is a day which is not a Business Daychange in law preventing delivery thereof), it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if anyBorrower or the Administrative Agent shall, in connection with the case of payments to or for any Lender organized under the law of a jurisdiction outside the United States, (i) withhold taxes from such paymentpayments at the applicable statutory rate, or at a rate reduced by an applicable tax treaty (provided that the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that such reduced rate applies) and (ii) pay such Lender such payment net of any taxes withheld. To the extent that the Borrower is obligated hereunder, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower EnergySolutions on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lender Parties, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s OfficeAccount, for the account of the Lenders Lender Parties, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a LenderLender Party, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (New York time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such LenderLender Party. If the Administrative Agent shall not have received any payment from the Borrower EnergySolutions as and when due, the Administrative Agent will promptly notify the applicable Lenders Lender Parties accordingly. In Only upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower EnergySolutions agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letter, under any Notes or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofwhatsoever (other than any deductions or withholdings required by law on account of Taxes). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower EnergySolutions are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then due and payable owing to the Lenders; Administrative Agent on such date; (ii) second, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iii) third, to the payment of all other amounts not otherwise referred to of fees and the accrued and unpaid interest and any premiums on the Obligations of EnergySolutions under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the LendersLender Parties, or any ratably based upon the respective aggregate amounts of them, hereunder or under all such interest owing to the Notes or any other Loan Document; Administrative Agent and the Lender Parties on such date; (iv) fourth, ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); (v) fifth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (vi) sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a pro rata basiscourt of competent jurisdiction may direct. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Term Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the sum of the aggregate principal amount of the Loans outstanding at such time. (e) Subject to any contrary provisions in the definition of “Interest Period, ,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Term Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from EnergySolutions prior to the date on which any payment is due to any Lender Party hereunder that EnergySolutions will not make such payment in full, the Administrative Agent may assume that EnergySolutions has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent EnergySolutions shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentage, in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by Administrative Agent of each such payment, Administrative Agent shall promptly distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage and shall wire advice of the amount of such credit to each Lender. Each payment to Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the to Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.8, the 4.9, 4.10, 4.11 or 13.2 shall be paid to Administrative Agent agrees to pay such Lender interest from for the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration account of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 4.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitationSubject to Section 7.6(d), any prepayment) by the Borrower on account indemnification obligations of the principal of or interest on the Loans and any other amount owed Equityholders pursuant to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York timeSection 7.2(a) shall be deemed received on paid to Parent within thirty (30) days after the next Business Day. Receipt by final determination thereof or agreement of the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rateparties with respect thereto. (b) The Borrower agrees Any indemnification obligations of the Key Unit Holder pursuant to pay principal, interest, fees and all other amounts due hereunder Section 7.2(c) shall be paid to Parent within thirty (30) days after the final determination thereof or under agreement of the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofparties with respect thereto. (c) Prior Any indemnification obligations of Parent and the Surviving Company pursuant to Section 7.3 shall be paid to Agent within thirty (30) days after the acceleration final determination thereof or agreement of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent parties with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisthereto. (d) Subject Notwithstanding anything to the contrary in this Agreement, in the event any actual out-of-pocket recoupments, charge-backs or credits against and paid by a Buyer Indemnitee relating to one or more Recoupment Indemnity Matters for which a Buyer Indemnitee is entitled to indemnification hereunder total $750,000 or more in the aggregate in one fiscal quarter or $1,500,000 or more cumulatively, the Buyer Indemnitee shall be entitled to reimbursement from the Escrow Fund and the Equityholders, as applicable hereunder, for all such recoupments, charge-backs or credits within five (5) Business Days of its delivery to Agent of documentation substantiating such recoupments, charge-backs or credits. The Agent agrees to promptly execute and deliver to the Escrow Agent a joint written instruction with Parent in order to timely effectuate such reimbursement of Buyer Indemnitee. Should the amount of any such recoupments, charge-backs or credits be reduced pursuant to appeals thereof, the Buyer Indemnitee shall replenish the Escrow Fund or reimburse the Agent (for the benefit of the Equityholders, as applicable), as applicable hereunder, for the amount thereof previously paid to the Buyer Indemnitee promptly upon receipt by the Buyer Indemnitee of reimbursement therefor under the related Government Program. The terms of this Section 7.6(d) shall remain in effect following any application thereof by the Buyer Indemnitees and continue to apply to any contrary provisions and all subsequent actual out-of-pocket recoupments, charge-backs or credits against a Buyer Indemnitee relating to one or more Recoupment Indemnity Matters for which a Buyer Indemnitee is entitled to indemnification hereunder totaling $750,000 or more in the definition of Interest Period, if any payment under this Agreement aggregate in one fiscal quarter or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment$1,500,000 or more cumulatively.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or Agreement, the Notes or any other Loan Document shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding (other than Excluded Taxes, collectively, "Taxes"). Subject to the compliance by the Administrative Agent and each Lender with the provisions of Section 2.14 hereof, if the Borrower is required by Applicable Law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent or any Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.10(b)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Lender, as applicable, with evidence satisfactory to the Administrative Agent or such Lender, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Lenders for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under each of the Term Loan A Commitment and the Term Loan B Commitment; and (v) t the payment of principal then due and payable on a pro rata basisthe Loans made under the Revolving Loan Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.10, 5.11 or 12.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii).

Manner of Payment. (a) Each Borrower shall make each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans hereunder and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made without deduction, setoff or counterclaim not later than 1:00 p.m. 11:00 A.M. (New York, New York timeLocal Time) on the date specified for payment under this Agreement day when due to the Administrative Agent at the Administrative Agent’s OfficeAccount in the Principal Financial Center for the relevant Currency in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(d), 2.06, 2.08, 2.10 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the Lenders or payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Additional Commitment Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.01(c), and upon the Administrative Agent’s receipt of such Lender’s Additional Commitment Agreement and recording of the information contained therein in the Register, from and after the Relevant Anniversary or Current Termination Date, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received make all payments hereunder and under any payment from Notes issued in connection therewith in respect of the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior assumed thereby to the acceleration Additional Commitment Lender. Upon its acceptance of an Assignment and Assumption and recording of the Loans under information contained therein in the Register pursuant to Section 8.2 hereof8.07(c), if some but less than all amounts due from and after the Borrower are received by the Administrative Agent with respect to the Obligationseffective date specified in such Assignment and Assumption, the Administrative Agent shall distribute such amounts make all payments hereunder and under the Notes in respect of the following order of priority, all on a pro rata basis interest assigned thereby to the Lenders: Lender assignee thereunder, and the parties to such Assignment and Assumption (iwhich shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to the payment on a pro rata basis such effective date directly between themselves. The making by any Borrower of any fees or expenses then due and payable payment to the Administrative Agent or expenses then due and payable for the account of any Lender as herein provided shall pro tanto discharge the relevant obligation of such Borrower to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.Lender. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Manner of Payment. (a) Each Except for payments with respect to any Swing Line Loan (which manner of payment is set forth in Section 2.16 hereof), each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided including withholding taxes, excluding, (i) in the case of each Lender and the Administrative Agent taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes (including, but not limited to, the Branch Profits Tax under Section 10.3 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable lending office or any political subdivision thereof and (iii) in the case of any Lender organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrower which would not have been imposed had such Lender, to the extent then required thereunder, delivered to the Borrower and the Administrative Agent the forms prescribed by Section 2.13 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to Agent, the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisSwing Line Loans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the Lenders, the Swing Line Lender or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisand the Swing Line Loans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each 2.10.1. Except as otherwise expressly provided, the Borrowers shall make each payment (includingunder the Loan Documents to the Agent in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any set-off, recoupment, counterclaim or interest on the Loans and any Taxes (other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkExcluded Taxes), New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lender Party entitled to such payment, by depositing such payment in immediately available fundsthe Agent's Account not later than 12:00 noon (California time) on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 p.m. 12:00 noon (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York California time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders received on such the next succeeding Business Day. In Not later than 1:00 p.m. (California time) on the case of a day such payment is made, the Agent shall deliver to each Lender, for the account of a the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the Administrative payment so made, determined pursuant to Section 2.16. Delivery shall be made in accordance with the written instructions satisfactory to the Agent will promptlyfrom time to time given to the Agent by each Lender. Without limiting the rights of the Lender Parties under Section 9.10, but no later than each Lender Party shall have the close right, at any time, to charge any account of business on any Borrower maintained with the date such payment is deemed received, thereafter distribute Lender Party for the amount so received in like funds to such Lender. If the Administrative Agent shall not have received of any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay due by such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Borrower under the Loan Document; and (iv) Documents or to deduct the amount of any such payment of principal then from any remittance due and payable on the Loans on a pro rata basisto such or any other Borrower hereunder. (d) Subject to any contrary provisions in the definition of Interest Period, if 2.10.2. Whenever any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be due on a day which that is not a Business Day (or, in the case of any payment with respect to any LIBOR Rate Loan, not a LIBOR Business Day), it such payment shall instead be made on the next succeeding Business Day (or, in the case of any such payment with respect to any LIBOR Rate Loan, the next succeeding LIBOR Business Day, and subject to clause (b) of the definition of "Interest Period"), together with interest accrued during the period of such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentextension.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the a Borrower on account of the principal of or interest on the Loans and or of any fee (including any L/C Fees relating to an Letter of Credit denominated in an Offshore Currency), commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth in the next sentence below), in Dollars (other than as set forth below), in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Payment of principal of, interest on or any other amount relating to any Offshore Currency Loan shall be made in the Offshore Currency in which such Loan is denominated or payable. Such payments, if denominated in Dollars, shall be made no later than 2:00 p.m. (Atlanta time) on the relevant date and, if denominated in an Offshore Currency, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. Any payment denominated in Dollars received after 1:00 p.m. (Atlanta time) but before 2:00 p.m. (Atlanta time) on a due date shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment denominated in Dollars received after 2:00 p.m. (Atlanta time), or any payment denominated in an Offshore Currency received after the relevant time determined by the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt by Each payment to the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day the L/C Fees shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made in like manner, but for the account of a Lender, the Issuing Lenders and the L/C Participants. Each payment to the Administrative Agent will promptlyof Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 2.5, but no later than 2.6, 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the close Administrative Agent for the account of business on the date applicable Lender. The Administrative Agent shall distribute any such payment is deemed received, thereafter distribute payments received by it for the account of any other Lender to such Lender promptly following receipt thereof and shall wire advice of the amount so received in like funds of such credit to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest PeriodSection 4.l(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower BorrowersBorrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its pro rata share in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.10, 4.11 or 11.3 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the BorrowersBorrower to such Defaulting Lender hereunder shall be applied in accordance with Section 4.14(a)(ii). SECTION 4.5

Manner of Payment. (a) Each payment (includingOn or before the Commencement Date, without limitation, any prepayment) by with respect to estimated Operating Expenses payable during the Borrower on account first calendar year of the principal Term, and December 31 of each calendar year during the Term, or interest as soon thereafter as practicable, Landlord shall furnish to Tenant a statement setting forth the estimated Operating Expenses for the subsequent calendar year. On the Commencement Date, and on the Loans and any other amount owed first day of each calendar month during each ensuing calendar year, Tenant shall pay in advance to Landlord Tenant's Share of one-twelfth (1/12th) of the Lenders most recent estimated Operating Expenses; provided, however, that if such notice is not given in December, Tenant shall continue to pay to Landlord Tenant's Share of one-twelfth (1/12th) of the Estimated Operating Expenses of the previous calendar year until the month after such statement is given. Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of the Administrative Agent actual Operating Expenses for such calendar year. If Tenant's Share of the estimated Operating Expenses paid by Tenant during such calendar year is (x) less than Tenant's Share of the actual Operating Expenses for such period as shown on Landlord's statement, then Tenant shall pay the difference to Landlord within 30 days after the date of Landlord's statement, or any (y) more than Tenant's Share of them under this Agreement or the Notes actual Operating Expenses for such period, then Tenant shall be made not later than 1:00 p.m. (New York, New York time) allowed a credit on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, future payments of Estimated Operating Expenses for the account amount of the Lenders or the Administrative Agentsuch excess, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereofor, if some but less than all amounts due from the Borrower are received statement is given by the Administrative Agent Landlord with respect to the Obligationscalendar year in which the term expires, the Administrative Agent Landlord shall distribute pay such amounts in the following order of priority, all on a pro rata basis excess to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection Tenant together with such paymentstatement.

Manner of Payment. (a) Each Except for Alternate Currency Loans, each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. (b) Alternate Currency Loans shall be paid at the Administrative Agent's Alternate Lending Office no later than 11:00 a.m. (London time) and otherwise as set forth above. (c) Any payment received on such date after the time set for payment, as applicable, shall be deemed to have been made on the next succeeding Business Day. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees, Lenders' facility fee or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 13.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Commitment Percentages, in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any succeeding Business Day shall be deemed to constitute receipt by such Lender or Lenders on such for all purposes. On the Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date Day that each such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationsmade, the Administrative Agent shall distribute such amounts to each Lender at its address for notices set forth in the following order of priority, all on a this Agreement its pro rata basis share of such payment in accordance with this Section 3.4 such Lender's Commitment Percentage and shall wire advice of the amount of such credit to each Lender; provided that if the Lenders: (i) Administrative Agent fails to distribute such funds on the date on which any payment on a pro rata basis of any fees or expenses then due and payable is deemed made, the Administrative Agent shall pay interest thereon at the Federal Funds Rate from the date such payment is received until the date such funds are distributed by the Administrative Agent. Each payment to the Administrative Agent of the Administrative Agent's fees or the expenses then due and of the Administrative Agent shall be made for the account of the Administrative Agent. Any amount payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable any Lender under Sections 3.7, 3.8, 3.12 or 13.2 shall be paid to the Administrative Agent and for the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any account of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentapplicable Lender.

Manner of Payment. (a) Each Except as otherwise expressly provided, the Borrower shall make each payment (includingunder the Loan Documents to the Agent, in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any setoff, recoupment, counterclaim, or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New Yorkdefense, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Applicable Lending Offices of the Lenders entitled to such payment, by depositing such payment in the Agent's Account not later than 11:00 a.m. on the due date thereof. Any payments received after 11:00 a.m. on any Business Day shall be deemed received on the next succeeding Business Day. Not later than 12:00 Noon on the day such payment is made, the Agent shall deliver to each Lender, for the account of the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the payment so made. Delivery shall be made in accordance with the written instructions satisfactory to the Agent from time to time given to the Agent by each Lender. (b) Unless the Agent shall have been notified by the Borrower prior to the date that a payment is due under the Loan Documents that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such amount available to the Agent on such date and the Agent, in reliance on such assumption, may (in its sole discretion but without any obligation to do so) make available to the Lenders their pro rata share of the amount due. If such amount is not in fact made available to the Agent by the Borrower, the Agent shall be able to recover such amounts from the Lenders. The Agent shall also be able to recover from each Lender or the Administrative AgentBorrower, as the case may be, in lawful money of interest on such amount from the United States of America in immediately available funds. Any date the payment received by was due at a per annum rate equal to (i) for any Lender, during the Administrative period to but excluding two Business Days after demand therefore, the Federal Funds Rate, and, thereafter at the Base Rate plus two percent (2%) or (ii) from the Borrower at the applicable rate for such outstanding amount plus any applicable Post-Default Rate. (c) If the Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent fail to deliver to any other Lender Party its share of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when duerequired by Section 2.9(a), the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail pay to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date its share of such payment was due until paid together with interest on such amount at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due for each day from the Borrower are received by date such amount was required to be paid to such Lender until the Administrative date the Agent with respect pays such amount to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLender. (d) Subject to Sections 2.10 and 7.3, all payments made by the Borrower under the Loan Documents shall be applied to the Obligations as the Borrower may direct; provided that if the Borrower does not provide any contrary provisions in such direction to the definition of Interest PeriodAgent, if all amounts paid or received shall be applied, subject to Section 2.10, as the Agent may reasonably deem appropriate. (e) Whenever any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be stated to be due on a day which that is not a Business Day, it such payment shall instead by made on the next succeeding Business Day (subject to accrual of interest and fees for the period of extension), except that, in the case of Euro-Dollar Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepaymentincluding prepayments) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, arrangement fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. 11:00 a.m. (New YorkHouston, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New YorkHouston, New York Texas time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Subject to the provisions of the definition of Interest Period, or unless otherwise set forth herein, if any payment under this Agreement or the Notes shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day. Any extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Subject to Section 2.9(e) hereof, the Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (cd) Prior to the acceleration declaration by the Administrative Agent of an Event of (e) On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in United States law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder and under any Note, or (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder and under any Note. In the event that the Borrower withholds a portion of any payment hereunder in accordance with this Section, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in United States law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to (f) If, after the Agreement Date, any change in applicable law, rule or regulation, or change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the date hereof of any such authority, central bank or comparable agency shall subject any Lender to any tax, duty or other charge (net of any tax benefit resulting therefrom and excluding any charges included in the LIBOR Reserve Percentage) with respect to this Agreement, the Notes, the Loans under Section 8.2 hereofor payments by the Borrower of principal, if some but less than all interest, fees or other amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes (except for taxes on the overall net income of such Lender or its lending office) and which is not related to the credit rating of such Lender or its assets, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Loans or in respect of any other amounts due under this Agreement in respect of its Loans (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office or any other Loan Document; lending office is located), and (iv) the result of any of the foregoing is to increase the payment cost to such Lender of principal then due and payable on making or maintaining any such Loans, or to reduce the Loans on a pro rata basis. (d) Subject to amount of any contrary provisions in sum received or receivable by the definition of Interest Period, if any payment Lender under this Agreement or under its Note with respect thereto, then, on the earlier of a date within fifteen (15) days after demand by such Lender or the Facility A Maturity Date or Facility B Maturity Date, as the case may be, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs to the extent such Lender is charging its other major corporate borrowers for such amounts. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.9(f) and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender made in good faith, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 2.9(f) and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be presumptively correct in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (g) At the election of the other Loan Documents is specified Borrower, amounts to be made on applied, pursuant to Sections 2.5(b), 2.7(c) or 2.7(d) hereof, to prepayment of principal bearing interest at LIBOR may be remitted into a day specifically designated "Deposit Account" and shall not be applied to such prepayment until the end of the Interest Period ending after the date such payment would otherwise be required, so as to avoid incurrence of costs required pursuant to Section 2.10 hereof which is not a Business Daymight otherwise be incurred upon prepayment. In the event the aggregate -38- 44 amount to be prepaid by reason of Sections 2.5(b), it 2.7(c) or 2.7(d) hereof exceeds the amount of principal to be prepaid at the end of the first such Interest Period to terminate after the relevant date of reduction, the excess shall remain in such specifically designated Deposit Account until the end of the next Interest Period, and so on, until the full amount required to be repaid under Sections 2.5(b), 2.7(c) or 2.7(d) hereof has been applied to the Loans. As used herein, the aforesaid "Deposit Account" shall be made on an account maintained with the next Business DayAdministrative Agent as collateral for the Obligations (and the Borrower hereby grants a security interest therein to the Administrative Agent for the Lenders), and such extension the Borrower hereby authorizes the Administrative Agent to apply at any time, without further authorization from the Borrower, the balance of time shall in such case be included in computing said Deposit Account (together with any interest and fees, if any, in connection with such paymentaccrued thereon) to the prepayments required hereunder or otherwise to the Obligations upon an Event of Default.

Manner of Payment. (a) Each 2.9.1. Except as otherwise expressly provided, the Borrower shall make each payment (includingunder the Loan Documents to the Agent in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any set-off, recoupment, counterclaim or interest on the Loans and any Taxes (other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkExcluded Taxes), New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lender Party entitled to such payment, by depositing such payment in immediately available fundsthe Agent's Account not later than 11:00 a.m. (California time) on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 p.m. 11:00 a.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York California time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders received on such the next succeeding Business Day. In Not later than 1:00 p.m. (California time) on the case of a day such payment is made, the Agent shall deliver to each Lender, for the account of a the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the Administrative payment so made, determined pursuant to Section 2.15. Delivery shall be made in accordance with the written instructions satisfactory to the Agent will promptlyfrom time to time given to the Agent by each Lender. Without limiting the rights of the Lender Parties under Section 9.10., but no later than each Lender Party shall have the close right, at any time after giving notice to the Borrower, to charge any account of business on the date Borrower maintained with the Lender Party for the amount of any payment due by the Borrower under the Loan Documents or to deduct the amount of any such payment is deemed received, thereafter distribute from any remittance due to the amount so received in like funds to such LenderBorrower hereunder. 2.9.2. If the Administrative Agent shall not have received Whenever any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be due on a day which that is not a Business Day (or, in the case of any payment with respect to any LIBOR Rate Loan, not a LIBOR Business Day), it such payment shall instead be made on the next succeeding Business Day (or, in the case of any such payment with respect to any LIBOR Rate Loan, the next succeeding LIBOR Business Day, and subject to clause (b) of the definition of "Interest Period"), together with interest accrued during the period of such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentextension.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees Borrowers agree to pay pay, on a joint and several basis (subject to the provisions of Section 11.20 hereof), principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower Borrowers are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent and the Issuing Bank, or any of them or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent Agent, the Issuing Bank and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrowers (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, an Internal Revenue Service Form W-8BEN or W-8ECI (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrowers (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Revolving Loans and or of any fee or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Revolving Credit Notes shall be made not later than 1:00 p.m. (New York, New York Virginia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) ratably in accordance with their respective Commitment Percentages, in lawful money of the United States of America U.S. Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkVirginia time) on such day shall be deemed a payment on such date for the purposes of Section 9.1(a), New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Virginia time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any each such payment, the Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment intended for any Lender in accordance with such Lender’s Commitment Percentage and shall wire advice of the amount of such credit to each Lender. Each payment to the Agent of Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than and any amount payable to any Lender hereunder shall be paid to the close Agent for the account of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such applicable Lender. If the Administrative Agent shall not have received any payment from the Borrower as WB/Neighborhoods Second Modified and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Restated Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment Agreement under this Agreement or any of the other Loan Documents is Revolving Credit Note shall be specified to be made on upon a day which that is not a Business Day, it shall be made on the next succeeding day that is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account Any indemnification of the principal of or interest on the Loans and any other amount owed to the Lenders Shareholder ----------------- Indemnified Parties or the Administrative Agent Purchaser Indemnified Parties pursuant to this Section 8B shall be effected by wire transfer of immediately available funds from one or any more of them under this Agreement the Shareholders or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative AgentPurchaser, as the case may be, in lawful money to an account designated by any Shareholder Indemnified Party or Purchaser Indemnified Party, as the case may be, within 15 days after the determination thereof. Any such indemnification payments shall include interest at the Applicable Rate calculated on the basis of the United States actual number of America in immediately available fundsdays elapsed over 360, from the date any such Loss is suffered or sustained to the date of payment. Any payment received The amount of any Loss for which indemnification is provided pursuant to this Section 8B shall be net of any amounts actually recovered by the Administrative Agent after 1:00 p.m. indemnified party under any source of contribution, reimbursement or indemnification whatsoever (New York"Reimbursement Source") including, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent without limitation, insurance policies, or amounts of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New Yorknet tax benefits actually realized, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds with respect to such LenderLoss. If The Company and the Administrative Agent Purchaser shall use commercially reasonable best efforts to collect any benefits under any insurance polices; provided, that if any Shareholder Indemnified Party shall not have received the proceeds of any payment from such insurance policies within 180 days of the Borrower as and when dueincurrence of the Losses, the Administrative Agent will promptly notify Shareholder Indemnified Party may make a claim against the applicable Lenders accordingly. In Shareholders for the event that entire amount of such Losses (subject to the Administrative Agent shall fail to make distribution limitations set forth in Section 8B(v); provided further, that, once any indemnification payment is made to any Lender as required under this Section 2.8Shareholder Indemnified Party, the Administrative Agent agrees Shareholder Indemnified Party shall be required to pay either (x) direct that any proceeds to be paid under such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all insurance policies or other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent Reimbursement Source with respect to the ObligationsLoss for which the indemnification payment was made be paid directly to such Shareholder(s) or (y) reimburse, the Administrative Agent shall distribute as and when any such amounts insurance or other Reimbursement Source proceeds are received, such Shareholder(s) in the following order of priority, all on a pro rata basis an amount equal to the Lenders: (i) insurance or other Reimbursement Source proceeds actually received by such Shareholder Indemnified Party with respect to the Loss for which the indemnification payment on was made. Purchaser shall have a pro rata basis of any fees or expenses then due and payable duty to mitigate its damages to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisextent required by applicable law. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers ----------------- on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Revolving Credit Lenders or the Administrative Agent or any of them under this Agreement with respect to the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, any Revolving Credit Note or the Notes any Swingline Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office's Office for the account of the Revolving Credit Lenders pro rata in accordance with their respective Revolving --- ---- Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever, (b) each payment by the Borrowers on account of the principal of or interest on the Term A Loans or of any fee, commission or other amounts payable to the Term A Lenders under this Agreement with respect to the Term A Loans or any Term A Note shall be made in like manner, except for the account of the Term A Lenders pro rata in accordance with their respective Term --- ---- A Loan Percentages, (c) each payment by the Borrowers on account of the principal of or interest on the Term B Loans or of any fee, commission or other amounts payable to the Term B Lenders under this Agreement with respect to the Term B Loans or any Term B Note shall be made in like manner, except for the account of the Term B Lenders pro rata in accordance with their respective Term --- ---- B Loan Percentages and (d) any other amounts payable to the Lenders under this Agreement shall be made in like manner, except for the account of the Lenders pro rata in accordance with their respective share of the Obligations with --- ---- respect to which such payment was received. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro --- rata share of such payment in accordance with such Lender's Revolving Credit ---- Commitment Percentage, Term A Loan Percentage or Term B Loan Percentage, as applicable (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 5.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 5.9, 5.10, 5.11 or 15.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or Agreement, the Notes or any other Loan Document shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Effective Rate. (b) The Borrower and each other Loan Party agrees to pay principal, interest, fees and all other amounts due hereunder or hereunder, under the Notes and under any other Loan Document without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all present or future taxes, levies, imposts, duties, charges, fees, deductions and withholdings (other than Excluded Taxes, collectively, "Taxes"). Subject to the compliance by each Lender with the provisions of Section 2.14 hereof, if the Borrower or any other Loan Party is required by Applicable Law to deduct any Taxes or Other Taxes from or in respect of any sum payable to the Administrative Agent or any Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(b)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower or such other Loan Party shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower or such other Loan Party shall provide the Administrative Agent or such Lender, as applicable, with evidence satisfactory to the Administrative Agent or such Lender, as applicable, that such deducted amounts have been paid to the relevant taxing authority. If the Parent, the Borrower or any of its Subsidiaries pays any additional amounts under this Section 2.10(b) to a Lender and such Lender determines, in its sole discretion exercised in good faith, that it has actually received or realized in connection therewith any refund or reduction of, or credit against, its tax liability in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall determine, in its sole discretion exercised in good faith, is equal to the net benefit after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit. If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall, if so requested by the Borrower in writing, reasonably cooperate with the Borrower in challenging such Taxes at the Borrower's sole expense. Nothing contained in this Section 2.10(b) shall interfere with the right of each of the Lenders or the Administrative Agent, as the case may be, to arrange its tax affairs in whatever manner it thinks fit, nor to disclose any information or any computations relating to its tax affairs or to do anything that would prejudice its ability to benefit from other credits, relief, remissions, repayments or refunds to which it may be entitled. In the event that the Borrower or any other Loan Party withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.10(b), the Borrower or such other Loan Party shall provide evidence that such Other Taxes and such Taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Administrative Agent and the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such Tax or Other Tax, as the case may be. If the Borrower or any other Loan Party fails to make any such payment of such Taxes and Other Taxes when due, the Borrower and each other Loan Party shall indemnify the Administrative Agent and the Lenders for the full amount of any such Taxes or Other Taxes, as the case may be, paid by such Lender or the Administrative Agent, as the case may be, and any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure, except to the extent such Taxes arise from the gross negligence of such Lender. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form as provided required by Section 2.14 (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will modify or render invalid any claimed exemption from United States withholding tax and will, if requested by the Borrower, use reasonable best efforts (taking into account overall internal policy, legal and regulatory considerations) to designate a different lending office if such designation will avoid the need for, or reduce the amount of, any deduction or withholding for taxes from amounts payable to such Lender and will not, in the sole reasonable judgment of such Lender made in good faith, be otherwise disadvantageous to such Lender. The agreements in this Section 10.3 hereof2.10(b) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Lenders for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.10(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under the Term Loan B Commitment; and (v) to the payment of principal then due and payable on a pro rata basisthe Loans made under the Revolving Loan Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or Agreement, the Notes or any other Loan Document shall be made not later than 1:00 p.m. 2:00 P.M. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America U.S. Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. 2:00 P.M. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. 2:00 P.M. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) . Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (b) The Credit Parties agree to pay principal, interest, fees and all other amounts due hereunder or under the Notes (if applicable) or under any other Loan Document without set off or counterclaim or any deduction or withholding whatsoever and free and clear of all Taxes, unless required by Applicable Law. If a Withholding Agent is required by Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) to deduct or withhold any Tax from or in respect of any sum payable to the Administrative Agent or any Lender or Issuing Bank hereunder, under any Note or under any other Loan Document: (i) if such Tax is an Indemnified Tax, the amount payable by the applicable Credit Party hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions or withholdings for such Indemnified Taxes (including deductions or withholdings applicable to additional sums payable under this Section 2.10(b)), the Administrative Agent or such Lender or Issuing Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (ii) the Withholding Agent shall be entitled to make such deductions or withholdings from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted or withheld to the relevant taxing authority as required by Applicable Law; and (iii) the applicable Credit Party shall provide the Administrative Agent or such Lender, as applicable, with evidence that such deducted amounts have been paid to the relevant taxing authority by delivery to the Administrative Agent, or the Lender or the Issuing Bank on whose account such payment was made of the official tax receipts or copies of such receipts within thirty (30) days after payment for such Tax or, to the extent such receipts are not available, such other evidence as may be reasonably satisfactory to the Administrative Agent, or such Lender or Issuing Bank. In the event a Lender, the Issuing Bank or the Administrative Agent, in their respective sole discretion exercised in good faith, determines that it has received a refund of any Taxes to which it has been indemnified pursuant to this Section 2.10, such Lender, the Issuing Bank or the Administrative Agent, as applicable, shall pay the amount of such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section, with respect to Taxes giving rise to such refund); provided that (x) such refund shall be without interest (other than any interest paid by such relevant Governmental Entity with respect to such refund) and shall be net of all reasonable, documented out-of-pocket expenses of such Lender, Issuing Bank or Administrative Agent, as applicable, related to such refund and (y) the calculation of such refund shall be determined in good faith solely by such Lender, Issuing Bank or the Administrative Agent, as applicable; provided, further, that, the Borrower, upon request of any Lender, the Issuing Bank or the Administrative Agent, as applicable, agrees to repay the amount paid over to the Borrower under this Section 2.10(b) (plus any penalties, interest or other charges imposed by the Governmental Entity) to such Lender, the Issuing Bank or Administrative Agent, as applicable, in the event such Lender, the Issuing Bank or Administrative Agent, as applicable, is required to repay such refund to the Governmental Entity. In no event will any Lender, Issuing Bank or Administrative Agent be required to pay an amount to the Borrower, the payment of which would place such Lender, Issuing Bank or Administrative Agent in a less favorable net after tax position than they would otherwise have been in if the additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (c) In addition, the Credit Parties shall timely pay to the relevant Governmental Entity in accordance with Applicable Law, or at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes. (d) The Credit Parties shall jointly and severally indemnify the Administrative Agent, each Lender and the Issuing Bank, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10) payable or paid by the Administrative Agent, such Lender or Issuing Bank or required to be withheld or deducted from a payment to the Administrative Agent, such Lender or Issuing Bank and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuing Bank, or by the Administrative Agent on behalf of itself, such Lender or Issuing Bank shall be conclusive absent manifest error. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Prior to the declaration of an Event of Default under Section 8.1, and except as otherwise provided in Sections 2.7, 2.8(i), and Section 8.3, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all in accordance where applicable with the respective Commitment Ratios of the Lenders for the applicable Commitment: first to the payment of any fees or expenses then due and payable to the Administrative Agent and the Lenders, or any of them; second to the payment of interest then due and payable on the Loans; third to the payment of all other amounts not otherwise referred to in this Section 2.10(f) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document, and fourth ratably to the payment of principal then due and payable on the Loans then outstanding. (g) Each party’s obligations under Section 2.10(b), (c), (d) and (e) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. (h) For purposes of Section 2.10(b), (c), (d) and (e), the term “Applicable Law” includes FATCA.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.01, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Applicable Percentage in respect thereof (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent’s fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Article IV or Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 12.04 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 2.16(a)(ii).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement or the Notes other Loan Documents shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest and fee accrual. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any otherwise in respect of the other Loan Documents is Loans shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Except as otherwise provided below, any and all payments by the Borrower to the Administrative Agent or any other Credit Party under this Agreement or otherwise in respect of the Loans shall be made without set-off or counterclaim or deduction whatsoever. (i) Unless otherwise required by Applicable Law, any and all payments by the Borrower to the Administrative Agent and the other Credit Parties, or any of them, under this Agreement or otherwise in respect of the Loans shall be made without any deduction or withholding for present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding, however, franchise, withholding, branch or other similar taxes, duties, fees or charges imposed on or measured by any Credit Party’s net income or receipts (such non-excluded items being called “Taxes”). (ii) If the Borrower shall be required by Applicable Law to deduct any Taxes from or in respect of any amounts payable hereunder or otherwise in respect of the Loans to the Administrative Agent or any other Credit Party, (A) except as otherwise provided in this Section, the sum payable shall be increased (“Additional Amounts”) as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(c)), the Administrative Agent or such other Credit Party, as the case may be, receives an amount equal to the sum it would have received had no deductions been made, (B) the Borrower shall make such deductions, and (C) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Moreover, if any Taxes (which for purposes of this sentence shall include taxes and charges imposed on or measured by net income or receipts of any Credit Party by any jurisdiction to the extent imposed on Additional Amounts) are directly asserted against any Credit Party with respect to any payment received by such Credit Party hereunder, such Credit Party may pay such Taxes, and, except as otherwise provided in this Section, the Borrower will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received and retained by such Credit Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Credit Party would have received and retained had no such Taxes been asserted; provided, however, such Credit Party shall give written notice to the Borrower, accompanied by, to the extent provided by the relevant taxing authority, a calculation in reasonable detail of the amount demanded and evidence of the Taxes imposed on such Credit Party, after such Credit Party has actual knowledge of the imposition of any Taxes. Where notice is not given to the Borrower within forty-five (45) days after the Credit Party receives written notice of the assertion of Taxes and the Borrower does not otherwise have notice of such assertion, the Borrower shall not be required to pay penalties, additions to taxes, expenses, and interest accruing on such Taxes from the date forty-five (45) days after the receipt by the Credit Party of written notice of the assertion of such Taxes until the date that the Borrower receives such notice. The Borrower shall furnish to such Credit Party within forty-five (45) days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to Applicable Law true and correct copies of tax receipts evidencing payment by the Borrower. Except as otherwise provided in this Section, if the Borrower fails to pay any Taxes that it is required to pay pursuant to the terms of this Agreement when due to the appropriate taxing authority or fails to remit to any of the Credit Parties the required receipts or other required documentary evidence, the Borrower shall indemnify the Credit Parties for any incremental Taxes, interest or penalties that may become payable by the Credit Parties primarily as a result of any such failure. (iii) Each Lender that is not a United States person within the meaning of Section 7701 of the Code (a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, no later than the date hereof (or if such Foreign Lender becomes a party to this Agreement (whether by assignment or otherwise) after the date hereof, the date upon which such Foreign Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that such Foreign Lender is on the date of delivery thereof entitled to receive any and all payments from the Borrower under this Agreement or otherwise in respect of the Loans free from withholding of United States federal income tax or (B) in the case of such Foreign Lender that is not legally entitled to deliver either form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized officer of such Foreign Lender to the effect that such Foreign Lender is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an “Exemption Certificate”) and (II) two (2) duly completed copies of IRS Form W-8BEN or successor applicable form, certifying that such Foreign Lender is entitled to an exemption from United States federal withholding tax on payments of interest. Each Foreign Lender shall, from time to time, deliver updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption Certificates, or any successors thereto, to the Borrower and the Administrative Agent to the extent and in the manner required under United States federal tax law. The Borrower shall not be required to pay any Additional Amounts under Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II) fails to qualify for a complete reduction or exemption of United States federal tax withholding for any reason other than a change in the United States federal tax law, or the official interpretation thereof, in each case, after the delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, or (III) is treated as a “conduit entity” within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. Notwithstanding the foregoing, if at the date of an assignment pursuant to which a Foreign Lender becomes a party to this Agreement, the assignor was entitled to payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, establishing a withholding rate for such Foreign Lender that is less than the rate the assignor was subject to, and the assignee shall be entitled to receive Additional Amounts to such extent the assignor was so entitled. (iv) Each of the Credit Parties agrees that it will, to the extent reasonable and without material cost or risk to it, (A) take all actions reasonably requested by the Borrower to maintain all exemptions, if any, available to it from United States federal withholding taxes (whether available by treaty, statute, or existing administrative waiver) and (B) otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this Section 2.10(c), including the contest of any asserted tax liability. (v) Any Credit Party that becomes aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of Additional Amounts paid by the Borrower, which refund would reasonably be considered allocable to or resulting from such payment or indemnification made pursuant to this Section 2.10, shall promptly notify the Borrower of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrower, apply for such refund with the Borrower being responsible for any incremental costs associated with such refund request; provided, however, that (A) the Borrower shall not be entitled to any damages as a result of the failure of such Credit Party to so notify the Borrower of the availability of such refund and (B) the Borrower shall not have the right to examine the books or records of any Credit Party. If any Credit Party receives any such refund (as described in the preceding sentence), it shall promptly repay the amount of such refund (together with any interest received thereon) to the Borrower; provided, however, that the Borrower, upon the request of the applicable Credit Party, shall repay the amount paid over to the Borrower in the event such Credit Party is required to repay such refund to the applicable authority. (vi) If the Borrower is or becomes required to pay any Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrower shall have the right, upon notice to the Administrative Agent and such Credit Party, to (A) prepay without penalty, on a non-pro rata basis, all or any portion of a Loan held by such Credit Party plus all interest and Additional Amounts owing to such Credit Party as of the date of such prepayment, (B) require such Credit Party to use reasonable efforts to designate a different lending office for funding or booking its Loan under this Agreement or to assign its rights and obligations under this Agreement to another of its offices, branches or affiliates, or (C) require such Credit Party to effect an assignment of all of its rights and obligations under this Agreement to another Credit Party designated by the Borrower if, in the case of clause (B) or (C), such designation or assignment (x) would eliminate or reduce amounts payable pursuant to this Section 2.10 in the future and (y) would not cause the imposition on such Credit Party of any additional costs or legal or regulatory burdens deemed by such Credit Party to be material or otherwise disadvantageous to such Credit Party.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.6, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders, or any of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.6(c) then due and payable to the Administrative Agent and or the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (e) Each Registered Noteholder (or, if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrower (with a copy to the Administrative Agent) prior to or at the time it becomes a Registered Noteholder, a Form 1001, 4224 or W-8 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America), together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrower (with a copy to the Administrative Agent) if at any time, such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to make the certification made in such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes).

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders Banks or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders Banks hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders Banks on such Business Day. In the case of a payment for the account of a LenderBank, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such LenderBank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender Bank as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender Bank interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the LendersBanks: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Banks, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and or the LendersBanks, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basisLoans. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or Agreement, the Notes or any other Loan Document shall be made not later than 1:00 p.m. 2:00 P.M. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America U.S. Dollars in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. 2:00 P.M. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. 2:00 P.M. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.10, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) . Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (b) The Credit Parties agree to pay principal, interest, fees and all other amounts due hereunder or under the Notes (if applicable) or under any other Loan Document without set off or counterclaim or any deduction or withholding whatsoever and free and clear of all Taxes, unless required by Applicable Law. If a Withholding Agent is required by Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) to deduct or withhold any Tax from or in respect of any sum payable to the Administrative Agent or any Lender or any Issuing Bank hereunder, under any Note or under any other Loan Document: (i) if such Tax is an Indemnified Tax, the amount payable by the applicable Credit Party hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions or withholdings for such Indemnified Taxes (including deductions or withholdings applicable to additional sums payable under this Section 2.10(b)), the Administrative Agent or such Lender or any Issuing Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (ii) the Withholding Agent shall be entitled to make such deductions or withholdings from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted or withheld to the relevant taxing authority as required by Applicable Law; and (iii) the applicable Credit Party shall provide the Administrative Agent or such Lender, as applicable, with evidence that such deducted amounts have been paid to the relevant taxing authority by delivery to the Administrative Agent, or the Lender or the Issuing Bank on whose account such payment was made of the official tax receipts or copies of such receipts within thirty (30) days after payment for such Tax or, to the extent such receipts are not available, such other evidence as may be reasonably satisfactory to the Administrative Agent, or such Lender or such Issuing Bank. In the event a Lender, thean Issuing Bank or the Administrative Agent, in their respective sole discretion exercised in good faith, determines that it has received a refund of any Taxes to which it has been indemnified pursuant to this Section 2.10, such Lender, thesuch Issuing Bank or the Administrative Agent, as applicable, shall pay the amount of such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section, with respect to Taxes giving rise to such refund); provided that (x) such refund shall be without interest (other than any interest paid by such relevant Governmental Entity with respect to such refund) and shall be net of all reasonable, documented out-of-pocket expenses of such Lender, such Issuing Bank or Administrative Agent, as applicable, related to such refund and (y) the calculation of such refund shall be determined in good faith solely by such Lender, such Issuing Bank or the Administrative Agent, as applicable; provided, further, that, the Borrower, upon request of any Lender, theany Issuing Bank or the Administrative Agent, as applicable, agrees to repay the amount paid over to the Borrower under this Section 2.10(b) (plus any penalties, interest or other charges imposed by the Governmental Entity) to such Lender, thesuch Issuing Bank or Administrative Agent, as applicable, in the event such Lender, thesuch Issuing Bank or Administrative Agent, as applicable, is required to repay such refund to the Governmental Entity. In no event will any Lender, any Issuing Bank or Administrative Agent be required to pay an amount to the Borrower, the payment of which would place such Lender, such Issuing Bank or Administrative Agent in a less favorable net after tax position than they would otherwise have been in if the additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (c) In addition, the Credit Parties shall timely pay to the relevant Governmental Entity in accordance with Applicable Law, or at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes. (d) The Credit Parties shall jointly and severally indemnify the Administrative Agent, each Lender and theeach Issuing Bank, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10) payable or paid by the Administrative Agent, such Lender or such Issuing Bank or required to be withheld or deducted from a payment to the Administrative Agent, such Lender or such Issuing Bank and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on behalf of itself, such Lender or such Issuing Bank shall be conclusive absent manifest error. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Prior to the declaration of an Event of Default under Section 8.1, and except as otherwise provided in Sections 2.7, 2.8(i), and Section 8.3, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all in accordance where applicable with the respective Commitment Ratios of the Lenders for the applicable Commitment: (i) first to the payment of any fees or expenses then due and payable to the Administrative Agent and the Lenders, or any of them; (ii) second to the payment of interest then due and payable on the Loans; (iii) third to the payment of all other amounts not otherwise referred to in this Section 2.10(f) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document, and; (iv) fourth ratably to the payment of principal then due and payable on the Loans then outstanding.made under the Swing Line Commitment; (v) fifth to the payment of principal then due and payable on the Loans made under the Revolving Commitment; and (vi) sixth ratably to the payment of principal then due and payable on the Term Loans and Incremental Term Loans, if any. (g) Each party’s obligations under Section 2.10(b), (c), (d) and (e) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. (h) For purposes of Section 2.10(b), (c), (d) and (e), the term “Applicable Law” includes FATCA.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower EnergySolutions on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or Lender Parties, the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s OfficeAccount, for the account of the Lenders Lender Parties, or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available fundsfunds without set-off or counterclaim. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender hereunder at or Lenders hereunder prior to 1:00 2:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a LenderLender Party, the Administrative Agent will promptlypromptly thereafter (and, but no later than the close of business if such amount is received before 2:00 p.m. (New York time), on the date such payment is deemed received, thereafter same day) distribute the amount so received in like funds to such LenderLender Party. If the Administrative Agent shall not have received any payment from the Borrower EnergySolutions as and when due, the Administrative Agent will promptly notify the applicable Lenders Lender Parties accordingly. In Only upon its acceptance of an Assignment and Acceptance and recording of the event that information contained therein in the Register pursuant to Section 11.5(c), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall fail make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make distribution all appropriate adjustments in such payments for periods prior to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the effective date such payment was due until paid at the Federal Funds Ratedirectly between themselves. (b) The Borrower EnergySolutions agrees to pay principal, interest, fees and all other amounts Obligations due hereunder hereunder, under the Fee Letter, under any Notes or under the Notes other Loan Documents without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereofwhatsoever (other than any deductions or withholdings required by law on account of Taxes). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower EnergySolutions are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: : (i) first, to the payment on a pro rata basis of any fees or all of the fees, indemnification payments, costs and expenses then that are due and payable to the Administrative Agent (solely in its capacity as the Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses then owing to the Administrative Agent on such date; (ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to each Issuing Bank (solely in its capacity as such) under or in respect of this Agreement and the Lenders; other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the such Issuing Bank on such date; (iiiii) third, to the payment of interest then due all of the indemnification payments, costs and payable on the Loans on a pro rata basis and of fees then expenses that are due and payable to the Lenders under or in respect of this Agreement and the other Loan Documents on a pro rata basis; such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date; (iiiiv) fourth, to the payment of all other amounts not otherwise referred to of fees and the accrued and unpaid interest and any premiums on the Obligations of EnergySolutions under or in this Section 2.8(c) then respect of the Loan Documents that is due and payable to the Administrative Agent and the LendersLender Parties, or any ratably based upon the respective aggregate amounts of themall such interest owing to the Administrative Agent and the Lender Parties on such date; (v) fifth, hereunder or under the Notes or any other Loan Document; and (iv) ratably to the payment of the principal then amount of all of the outstanding Loans that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the Loans respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date and amounts payable under Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement was entered into); (vi) sixth, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect of the Loan Documents or Secured Hedge Agreements that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (vii) seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a pro rata basiscourt of competent jurisdiction may direct. (d) If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, in the case of the Term Loans, for application to such principal repayment installments thereof, as the Administrative Agent shall direct, and in other cases, elect to, distribute such funds to each of the Lender Parties in accordance with such Lender Party’s pro rata share of the sum of (i) the aggregate principal amount of the Loans outstanding at such time, (ii) the aggregate Available Amount of all Revolving Letters of Credit outstanding at such time and (iii) the aggregate amount of all unreimbursed Disbursements in respect of Synthetic Letters of Credit, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender Party. (e) Subject to any contrary provisions in the definition of “Interest Period, ,” if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Option Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Administrative Agent shall have received notice from EnergySolutions prior to the date on which any payment is due to any Lender Party hereunder that EnergySolutions will not make such payment in full, the Administrative Agent may assume that EnergySolutions has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent EnergySolutions shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account ----------------- of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Philadelphia time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages --- ---- (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Philadelphia time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Philadelphia time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such --- ---- Lender's Commitment Percentage (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 13.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions Section 4.1(b)(ii) in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each 2.9.1. Except as otherwise expressly provided, the Borrower shall make each payment (includingunder the Loan Documents to the Agent in Dollars and in immediately available funds, without limitationany deduction whatsoever, including any prepayment) by the Borrower on account of the principal of deduction for any set-off, recoupment, counterclaim or interest on the Loans and any Taxes (other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New YorkExcluded Taxes), New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money Applicable Lending Offices of the United States of America Lender Party entitled to such payment, by depositing such payment in immediately available fundsthe Agent's Account not later than 2:00 p.m. (Boston time) on the due date thereof. Any payment payments received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York Boston time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders received on such the next succeeding Business Day. In Not later than 1:00 p.m. (Boston time) on the case of a day such payment is made, the Agent shall deliver to each Lender, for the account of a the Lender's Applicable Lending Office, in Dollars and in immediately available funds, such Lender's share of the Administrative payment so made, determined pursuant to Section 2.15. Delivery shall be made in accordance with the written instructions satisfactory to the Agent will promptlyfrom time to time given to the Agent by each Lender. Without limiting the rights of the Lender Parties under Section 9.10., but no later than each Lender Party shall have the close right, at any time, to charge any account of business on the date Borrower maintained with the Lender Party for the amount of any payment due by the Borrower under the Loan Documents or to deduct the amount of any such payment is deemed received, thereafter distribute from any remittance due to the amount so received in like funds to such LenderBorrower hereunder. 2.9.2. If the Administrative Agent shall not have received Whenever any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made hereunder shall be due on a day which that is not a Business Day (or, in the case of any payment with respect to any LIBOR Rate Loan, not a Credit Agreement 28 38 LIBOR Business Day), it such payment shall instead be made on the next succeeding Business Day (or, in the case of any such payment with respect to any LIBOR Rate Loan, the next succeeding LIBOR Business Day), and together with interest accrued during the period of such extension of time shall in such case be included in computing interest and fees, if any, in connection with such paymentextension.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, fees, and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement Agreement, the Notes, or the Notes other Loan Documents shall be made made, without condition or deduction for any counterclaim, defense, recoupment, or setoff, not later than 1:00 p.m. (New York, New York time) 12:00 noon on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at the to an account designated by Administrative Agent’s Office, for the account of the Lenders Lenders, Letter of Credit Issuer or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) 12:00 noon shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a LenderLender REVOLVING CREDIT AGREEMENT - 27 - or Letter of Credit Issuer, then, subject to the provisions of SECTION 2.9 of this Agreement, Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderLender or Letter of Credit Issuer. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders and, if appropriate, Letter of Credit Issuer, accordingly. In the event that the , and Administrative Agent shall fail not be obligated to make distribution to any Lender as required distributions under this Section SECTION 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Unless Borrower agrees has notified Administrative Agent prior to pay principalthe date any payment is required to be made by it to Administrative Agent hereunder that Borrower will not make such payment, interestAdministrative Agent may assume that Borrower has timely made such payment and may (but shall not be so required to), fees in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and all other amounts due hereunder or to the extent that such payment was not in fact made to Administrative Agent in immediately available funds, then each Lender shall forthwith on demand repay to Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect. A notice of Administrative Agent to any Lender with respect to any amount owing under the Notes without set-off or counterclaim or any deduction whatsoeverthis SUBSECTION (b) shall be conclusive, except as provided in Section 10.3 hereofabsent manifest error. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (d) Borrower may not make payments, in the aggregate, under this Agreement (excluding any payments specifically required pursuant to the terms of this Agreement) more than (i) three (3) times in any calendar month plus (ii) four (4) additional times in any twelve (12) calendar month period. In any event, Borrower may not make, in the aggregate, more than forty (40) payments (excluding any payments specifically required pursuant to the terms of this Agreement) under this Agreement in any twelve (12) calendar month period. (e) Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes and Letter of Credit Obligations without set-off or counterclaim or any deduction whatsoever.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders or and the Administrative Agent or any of them under this Agreement Agreement, the Notes or the Notes other Loan Documents shall be made not later than 1:00 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or such other Loan Document to the Administrative Agent at to an account designated by the Administrative Agent’s Office, Agent for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent Day for purposes of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Dayinterest accrual. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) Subject to any contrary provisions in the definition of Interest Period, if If any payment under this Agreement or any of the other Loan Documents is Notes shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Except as otherwise provided below, any and all payments by the Borrowers to the Administrative Agent or any other Credit Party under this Agreement or the Notes shall be made without set-off or counterclaim or deduction whatsoever. (i) Unless otherwise required by Applicable Law, any and all payments by the Borrowers to the Administrative Agent and the other Credit Parties, or any of them, under this Agreement or the Notes shall be made without any deduction or withholding for present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, excluding, however, franchise, withholding, branch or other similar Taxes, duties, fees or charges imposed on or measured by any Credit Party's net income or receipts (such non-excluded items being called "TAXES"). (ii) If either of the Borrowers shall be required by Applicable Law to deduct any Taxes from or in respect of any amounts payable hereunder or under any Note to the Administrative Agent or any other Credit Party, (A) except as otherwise provided in this Section, the sum payable shall be increased ("ADDITIONAL AMOUNTS") as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10(c)), the Administrative Agent or such other Credit Party, as the case may be, receives an amount equal to the sum it would have received had no deductions been made, (B) the applicable Borrower shall make such deductions, and (C) the applicable Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Moreover, if any Taxes (which for purposes of this sentence shall include taxes and charges imposed on or measured by net income or receipts of any Credit Party by any jurisdiction to the extent imposed on Additional Amounts) are directly asserted against any Credit Party with respect to any payment received by such Credit Party hereunder, such Credit Party may pay such Taxes, and, except as otherwise provided in this Section, the Borrowers, jointly and severally, will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received and retained by such Credit Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Credit Party would have received and retained had no such Taxes been asserted; PROVIDED, HOWEVER, such Credit Party shall give written notice to the Borrowers, accompanied by, to the extent provided by the relevant taxing authority, a calculation in reasonable detail of the amount demanded and evidence of the Taxes imposed on such Credit Party, after such Credit Party has actual knowledge of the imposition of any Taxes. 37 Where notice is not given to the Borrowers within forty-five (45) days after the Credit Party receives written notice of the assertion of Taxes and the Borrowers do not otherwise have notice of such assertion, the Borrowers shall not be required to pay penalties, additions to taxes, expenses, and interest accruing on such Taxes from the date forty-five (45) days after the receipt by the Credit Party of written notice of the assertion of such Taxes until the date that the Borrowers receive such notice. The Borrowers shall furnish to such Credit Party within forty-five (45) days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to Applicable Law true and correct copies of tax receipts evidencing payment by either of the Borrowers. Except as otherwise provided in this Section , if either of the Borrowers fails to pay any Taxes that it is required to pay pursuant to the terms of this Agreement when due to the appropriate taxing authority or fail to remit to any of the Credit Parties the required receipts or other required documentary evidence, the Borrowers shall, jointly and severally, indemnify the Credit Parties for any incremental Taxes, interest or penalties that may become payable by the Credit Parties primarily as a result of any such failure. (iii) Each Lender that is not a United States person within the meaning of Section 7701 of the Code (a "FOREIGN LENDER") shall deliver to the Borrowers and the Administrative Agent, no later than the date hereof (or if such Foreign Lender becomes a party to this Agreement (whether by assignment or otherwise) after the date hereof, the date upon which such Foreign Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that such Foreign Lender is on the date of delivery thereof entitled to receive any and all payments from the Borrowers under this Agreement free from withholding of United States federal income tax or (B) in the case of such Foreign Lender that is not legally entitled to deliver either form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized officer of such Foreign Lender to the effect that such Foreign Lender is not (x) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of a Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE") and (II) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or successor applicable form, certifying that such Foreign Lender is entitled to an exemption from United States federal withholding tax on payments of interest. Each Foreign Lender shall, from time to time, deliver updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption Certificates, or any successors thereto, to the Borrowers and the Administrative Agent to the extent and in the manner required under United States federal tax law. The Borrowers shall not be required to pay any Additional Amounts under Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II) fails to qualify for a complete reduction or exemption of United States federal tax withholding for any reason other than a change in the United States federal tax law, or the official interpretation thereof, in each case, after the delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption 38 Certificate, or any successors thereto, or (III) is treated as a "conduit entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. Notwithstanding the foregoing, if at the date of an assignment pursuant to which a Foreign Lender becomes a party to this Agreement, the assignor was entitled to payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee, shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or any successors thereto, establishing a withholding rate for such Foreign Lender that is less than the rate the assignor was subject to, and the assignee shall be entitled to receive Additional Amounts to such extent the assignor was so entitled. (iv) Each of the Credit Parties agrees that it will, to the extent reasonable and without material cost or risk to it, (A) take all actions reasonably requested by the Borrowers to maintain all exemptions, if any, available to it from United States federal withholding taxes (whether available by treaty, statute, or existing administrative waiver) and (B) otherwise cooperate with the Borrowers to minimize any amounts payable by the Borrowers under this Section 2.10(c), including the contest of any asserted tax liability. (v) Any Credit Party that becomes aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of Additional Amounts paid by the Borrowers, which refund, would reasonably be considered allocable to or resulting from such payment or indemnification made pursuant to this Section 2.10, shall promptly notify the Borrowers of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrowers, apply for such refund with the Borrowers being responsible for any incremental costs associated with such refund request; PROVIDED, HOWEVER, that (A) neither of the Borrowers shall be entitled to any damages as a result of the failure of such Credit Party to so notify the Borrowers of the availability of such refund and (B) neither of the Borrowers shall have the right to examine the books or records of any Credit Party. If any Credit Party receives any such refund (as described in the preceding sentence), it shall promptly repay the amount of such refund (together with any interest received thereon) to the Borrowers; PROVIDED, HOWEVER, that the Borrowers, upon the request of the applicable Credit Party, shall, jointly and severally, repay the amount paid over to the Borrowers in the event such Credit Party is required to repay such refund to the applicable authority. (vi) If the Borrowers are or become required to pay any Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrowers shall have the right, upon notice to the Administrative Agent and such Credit Party to (A) prepay without penalty, on non-pro rata basis, all or any portion of a Loan held by such Credit Party plus all interest and Additional Amounts owing to such Credit Party as of the date of such prepayment, (B) require such Credit Party to use reasonable efforts to designate a different lending office for funding or booking its Loan under this Agreement or to assign its rights and obligations under this Agreement to another of its offices, branches or affiliates, or (C) require such Credit Party to effect an assignment all of its 39 rights and obligations under this Agreement to another Credit Party designated by the Borrowers if, in the case of clause (B) or (C) such designation or assignment (x) would eliminate or reduce amounts payable pursuant to this Section 2.10 in the future and (y) would not cause the imposition on such Credit Party of any additional costs or legal or regulatory burdens deemed by such Credit Party to be material or otherwise disadvantageous to such Credit Party.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees, and any other amount owed to the Lenders Banks or the Administrative Agent or any of them Agents under this Agreement or the Notes other Loan Documents shall be made not later than 1:00 p.m. (New YorkHouston, New York Texas time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders Banks and the Agents, or the Administrative Agentany of them, as the case may be, in lawful money of the United States of America in immediately available funds. If any payment is stated to be due hereunder on the last day of any calendar or fiscal quarter and such day is not a Business Day, the due date for such payment shall be, instead, the immediately preceding Business Day in such quarter. Any payment received by the Administrative Agent after 1:00 p.m. (New YorkHouston, New York Texas time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender Bank or Lenders any Agent hereunder prior to 1:00 p.m. (New YorkHouston, New York Texas time) on any Business Day shall be deemed to constitute receipt by such Lender Bank or Lenders such Agent (as appropriate) on such Business Day. In the case of a payment for the account of a LenderBank or an Agent, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such LenderBank or such Agent, as the case may be. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders Banks accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes or the other Loan Documents without set-off or counterclaim or any deduction whatsoever, except including withholding taxes, excluding, (i) in the case of each Bank and each Agent, taxes measured by its net income, and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized or any political subdivision thereof, (ii) in the case of each Bank, taxes (including, but not limited to, the Branch Profits Tax under Section 884 of the Code) measured by its net income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable lending office or any political subdivision thereof and (iii) in the case of any Bank organized under the laws of a jurisdiction outside the United States, United States federal withholding tax payable with respect to payments by the Borrower which would not have been imposed had such Bank, to the extent then required thereunder, delivered to the Borrower and the Administrative Agent the forms prescribed by Section 2.9(d) hereof (all such non-excluded taxes being hereinafter referred to as provided in Section 10.3 hereof"Taxes"). (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the ObligationsAgent, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Banks for the applicable Commitment: (i) to the costs and expenses, if any, incurred by the Administrative Agent in the collection of such amounts under this Agreement or any of the other Loan Documents; (ii) to the payment on a pro rata basis of any all fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lendershereunder; (iiiii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iiiiv) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any the other Loan DocumentDocuments; and (ivv) to the payment of principal then due and payable on the Term Loan and then due on the Revolving Loans, which payments shall be applied against outstanding Advances in the following order of priority: (A) Advances, the Interest Period for which is expiring concurrently with such payment, (B) Base Rate Advances, (C) CD Rate Advances, and (D) LIBOR Advances. Subsequent to any acceleration of the Loans on a pro rata basisunder Section 8.2 hereof, all amounts received from any source whatsoever by the Administrative Agent or any of the Banks with respect to the Borrower shall be paid to and distributed by the Administrative Agent in the manner provided in Section 2.11(c) hereof. (d) Subject Prior to the date on which any contrary provisions Person becomes a Bank hereunder, and from time to time thereafter if either required by law due to a change in circumstances or reasonably requested by the definition Borrower or the Administrative Agent (unless such Bank is unable to do so by reasons of Interest Periodchange in law), if any payment each Bank organized under this Agreement the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with an IRS Form 4224 or any of Form 1001 or other applicable form, certificate or document prescribed by the other Loan Documents is specified IRS certifying as to such Bank's entitlement to full exemption from United States withholding tax with respect to all payments to be made on to such Bank hereunder and under any Note. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to United States withholding tax (or there is a day which is not a Business Daychange in law preventing delivery thereof), it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if anyBorrower or the Administrative Agent shall, in connection with the case of payments to or for any Bank organized under the law of a jurisdiction outside the United States, (i) withhold taxes from such paymentpayments at the applicable statutory rate, or at a rate reduced by an applicable tax treaty (provided that the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that such reduced rate applies) and (ii) pay such Bank such payment net of any taxes withheld. To the extent that the Borrower is obligated hereunder, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note shall have been paid to the appropriate taxing authorities by delivery to the Bank on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Banks for any incremental taxes, interest or penalties that may become payable by any Bank as a result of any such failure.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower Borrowers on account of the principal of or interest on the Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Note shall be made not later than 1:00 p.m. (New York, New York Eastern time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders pro rata in accordance with their respective Revolving Credit Commitment Percentages in the case of Extensions of Credit or Existing L/C Commitment Percentages in the case of the Existing Letter of Credit, in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Eastern time) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Eastern time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage, with respect to Extensions of Credit and in accordance with such Lender's Existing L/C Commitment Percentage with respect to the Existing Letter of Credit and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing Lender or the Administrative AgentL/C Participants, as the case may be, in lawful money of the United States of America in immediately available funds. Any Each payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by to the Administrative Agent of any payment intended for any Lender Administrative Agent's fees or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day expenses shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment made for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the and any amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution payable to any Lender as required under this Section 2.8Sections 4.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until 4.9, 4.10, 4.11 or 13.2 shall be paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to for the Lenders; (ii) to account of the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest Period, Section 4.1(b)(ii) if any payment under this Agreement or any of the other Loan Documents is Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Revolving Credit Loans and or of any fee, commission or other amount owed amounts (including the Reimbursement Obligation) payable to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes any Revolving Credit Note shall be made not later than 1:00 p.m. (New York, New York Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, 's Office for the account of the Lenders or the Administrative Agent, (other than as the case may beset forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in lawful money of the United States of America Dollars, in immediately available fundsfunds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received by the Administrative Agent after 1:00 such time but before 2:00 p.m. (New YorkCharlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, New York but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed received to have been made on the next succeeding Business DayDay for all purposes. Receipt Upon receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by each such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof. (c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligationspayment, the Administrative Agent shall distribute such amounts in the following order of priority, all on a to each Lender at its address for notices set forth herein its pro rata basis share of such payment in accordance with such Lender's Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to the Lenders: (i) to the each Lender. Each payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to of the Lenders; (ii) to L/C Participants' commissions shall be made in like manner, but for the account of the L/C Participants. Each payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and the Lendersany amount payable to any Lender under Section 5.8, 5.9, 5.10, 5.11 or any of them, hereunder or under the Notes or any other Loan Document; and (iv) 14.2 shall be paid to the payment Administrative Agent for the account of principal then due and payable on the Loans on a pro rata basis. (d) applicable Lender. Subject to any contrary provisions in the definition of Interest PeriodSection 5.1(b)(ii), if any payment under this Agreement or any of the other Loan Documents is Revolving Credit Note shall be specified to be made on upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, Day and such extension of time shall in such case be included in computing any interest and fees, if any, in connection payable along with such payment.

Manner of Payment. (a) Each payment (including, without limitation, including any prepayment) by the Borrower on account of the principal of or interest on the Loans Loans, commitment fees and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s 's Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.82.9, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate. (b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all taxes, except levies and withholding. If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Administrative Agent or any Lender hereunder, under any Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as provided in applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3 hereof2.9(b)), the Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Administrative Agent or such Lender, as applicable, with evidence satisfactory to the Administrative Agent or such Lender, as applicable, that such deducted amounts have been paid to the relevant taxing authority. (c) Prior to the acceleration declaration of the Loans an Event of Default under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to in accordance where applicable with the Lendersrespective Commitment Ratios of the Lenders for the applicable Commitment: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent Agent, the Lenders and the Issuing Bank, or expenses then due and payable to the Lendersany of them; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basisLoans; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c2.9(c) then due and payable to the Administrative Agent Agent, the Lenders and the LendersIssuing Bank, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans made under the Facility B Commitment; and (v) to the payment of principal then due and payable on a pro rata basisthe Loans made under the Facility A Commitment. (d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.