Common use of Method and Place of Payment Clause in Contracts

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), ; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders or the Letter of Credit Issuer, as applicable, entitled thereto. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in entitled thereto or the case of the Swingline Loans to Issuing Banks or the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders or the Issuing Banks, as applicable, entitled thereto. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 1:00 p.m. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at and in each case to the Administrative Agent’s Office or at such other office as account specified therefor for the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s if no account has been so specified at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in DollarsPayment Office. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by the Administrative Agent in full on the same day (if payment was actually received by the Administrative Agent prior to 1:00 p.m. (New York City time) on such day), the Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from the Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in Euros or Sterling) for each day from the date such amount is paid to the Administrative Agent until the date the Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by the Borrower later than 2:00 1:00 p.m. (New York City time) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding applicable Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding Business Day.

Method and Place of Payment. All payments under this Agreement and under any Note shall be made (ai) Except to the Administrative Agent at its Notice Office for the account of the Lender or Lenders entitled thereto, or, except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerdirectly to such Lender or Lenders, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the each case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made (or, in connection with any prepayment of all outstanding Term Loans, such later time on the specified prepayment date as the Administrative Agent may agree), (ii) in U.S. Dollars in immediately available funds and (iii) free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Any payment received after such time on such date referred to in the first sentence of this Section 5.03 shall, at the option of the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause deemed to be distributed on the same day (if payment was actually have been received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately during such extension. Unless the Administrative Agent shall have received notice from Lead Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such extensionpayment, the Administrative Agent may assume that the Borrowers have 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 Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer Issuers entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in DollarsDollars (other than for repayment of principal and interest on Revolving Credit Loans and reimbursements of Letters of Credit, in each case made in an Alternative Currency, which shall be repaid in such Alternative Currency). The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated Dollars and all other payments under each Credit Loan Document shall, unless otherwise specified in such Credit Loan Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline LenderAgent’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, in the Administrative Agent’s sole discretion, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. All payments under this Agreement and under any Note shall be made (ai) Except to the Administrative Agent at its Notice Office for the account of the Lender or Lenders entitled thereto, or, except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerdirectly to such Lender or Lenders, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the each case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made (or, in immediately available funds at connection with any prepayment of all outstanding Loans, such later time on the Administrative Agent’s Office or at such other office specified prepayment date as the Administrative Agent shall specify for such purpose by notice to the Borrower (ormay agree), (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion U.S. Dollars (or, in the case of the Swingline Loans Ancillary Facility denominated in another currency, such other currency) in immediately available funds and (iii) free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Any payment received after such time on such date referred to in the Additional Swingline Loansfirst sentence of this Section 5.03 shall, at the Swingline Lender’s or Additional Swingline Lender’soption of the Administrative Agent, as be deemed to have been received on the case may be, sole discretion)next Business Day. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately during such extension. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such extensionpayment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerParent Borrower on behalf of the Borrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Parent Borrower), it being understood that written or facsimile notice by the Parent Borrower to the Administrative Agent to make a payment from the funds in the Parent Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, Document be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) ), in like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the applicable Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans Loans, to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time) (or, in the case of Loans denominated in Alternative Currencies, not later than the local time in the place of settlement for such Alternative Currency as may be determined by the applicable Administrative Agent), in each case, case on the date when due and shall be made in immediately available funds at the applicable Administrative Agent’s Office with respect to the applicable currency or at such other office as the such Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the applicable Administrative Agent to make a payment from the funds in the Borrower’s account at the applicable Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The applicable Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the such Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) (or, in the case of Loans denominated in Alternative Currencies, not later than the local time in the place of settlement for such Alternative Currency as may be determined by the applicable Administrative Agent) may be deemed to have been made on the next succeeding Business Day in the applicable Administrative Agents Agent’s sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)) for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower or the Canadian Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer, the Canadian Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent’s Office and (ii) in the case of amounts payable in a Canadian Dollars, in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower or the Canadian Borrower, as the case may be, to the Administrative Agent to make a payment from the funds in the Borrower’s or the Canadian Borrower’s, as the case may be, account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loans are Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated and all other payments under each Credit Document shallor (iii) in the case of any indemnification or expense reimbursement payment, unless otherwise specified in such Credit Document, be made in Dollars, except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in U.S. Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto or the Swingline Lender entitled thereto, as the case may be; all such payments shall be made, except as otherwise specifically provided herein, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account account(s) at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Payments Administrator for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) Banks entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 1:00 P.M. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds and in lawful money of the United States of America at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payments Administrator's Office, it being understood that written written, telex or facsimile transmission notice by the Borrower to the Administrative Agent Payments Administrator to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s Payments Administrator's Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent Payments Administrator will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent Payments Administrator prior to 2:00 p.m. P.M. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders Banks entitled thereto. If and to the extent that any such distribution shall not be so made by the Payments Administrator in full on the same day (if payment was actually received by the Payments Administrator prior to 2:00 P.M. (New York time) on such day), the Payments Administrator shall pay to each Bank its ratable amount thereof and each such Bank shall be entitled to receive from the Payments Administrator, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to the Payments Administrator until the date the Payments Administrator pays such amount to such Bank. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 1:00 P.M. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Borrowers (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerBorrowers), it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 1:00 P.M. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds and in lawful money of the United States of America at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)'s Office, it being understood that written written, telex or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s 's Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. If and to the extent that any such distribution shall not be so made by the Administrative Agent in full on the same day (if payment was actually received by the Administrative Agent prior to 2:00 P.M. (New York time) on such day), the Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from the Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to the Administrative Agent until the date the Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 1:00 P.M. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 1:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Parent Borrower), it being understood that written or facsimile notice by the Parent Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to any Credit Party or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers’ rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Parent Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have 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 Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender hereunder; application of amounts pursuant to (i) and (ii) above shall be made in any order determined by the Administrative Agent in its discretion.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds in Dollars and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that written telex or facsimile telecopy notice by the Borrower Company to the Administrative Agent to make a payment from the funds in the BorrowerCompany’s account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon (New York City time) on such day), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Company later than 2:00 p.m. 12:00 Noon (New York City time) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Unless Administrative Agent shall have received notice from Company prior to the date on which any payment is due to Administrative Agent for the account of the Lenders hereunder that Company will not make such payment, Administrative Agent may assume that Company 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 Company has not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to Administrative Agent, at the Federal Funds Rate for amounts in Dollars for the first three days and thereafter at the Federal Funds Rate plus 1%.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may bemay, be not later than 2:00 p.m. (New York City Toronto time), in each case, on the date when due and shall be made in immediately available funds Same Day Funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Representative (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerRepresentative), it being understood that written or facsimile notice by the Borrower Representative to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City Toronto time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City Toronto time) may may, solely for purposes of calculating interest and fees, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole Agent’s reasonable discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole reasonable discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds in lawful money of the United States of America and in each case to the account specified therefor for Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Agent in full on the same day (if payment was actually received by Agent prior to 12:00 Noon (New York City time) on such day), Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Agent interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to Agent until the date Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Borrower later than 2:00 p.m. 12:00 Noon (New York City time) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurodollar Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City timetime or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency), in each case, ) on the date when due and shall be made in immediately available funds the currency such Loan was advanced and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such accountPayment Office. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) time or, otherwiseas applicable, on local time in the next Business Dayfinancial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon (New York City time or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Company later than 2:00 p.m. 12:00 Noon (New York City timetime or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Notwithstanding the foregoing clauses (a) and (b), if any Defaulting Lender shall have failed to fund all or any portion of any Multicurrency Revolving Loan (each such Multicurrency Revolving Loan, an “Affected Loan”), each payment by Company hereunder shall be applied first to such Affected Loan and the principal amount and interest with respect to such payment shall be distributed (i) to each Non-Defaulting Lender who is a Multicurrency Revolving Lender, pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders, until the principal amount of all Affected Loans has been repaid in full and (ii) to the extent of any remaining amount of such payment, to each Multicurrency Revolving Lender, as set forth in clauses (a) and (c) above. Each payment made by Company on account of the interest on any Affected Loans shall be distributed to each Non-Defaulting Lender pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders.

Method and Place of Payment. (a) To the extent that funds are available pursuant to the Priority of Payments, all payments by the Borrower in respect of Secured Loans hereunder and all fees hereunder shall be made in Dollars. Except as otherwise specifically provided herein, unless otherwise directed in writing by the Loan Agent (acting at the written direction of 100% of the Lenders) to the Collateral Trustee, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Loan Agent for the ratable (based on their applicable Percentages) account of the Lenders entitled thereto (orwhich funds, (i) in the case of the Swingline Loans if delivered to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled theretoLoan Agent, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City timeLoan Agent shall promptly forward to such Lenders), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower account with the wire instructions specified in Schedule 1 (or, (i) or in the case of Assignment Agreement, as applicable). Each Lender may direct the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice Loan Agent to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by direct the Borrower to make payments directly to such Lender or as otherwise designated by such Lender; provided that the Administrative Agent Borrower shall not be bound to make a payment from the funds such payments directly to such Lender until directed in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received writing by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Loan Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable accrue during such extension at the applicable rate in effect immediately prior to such extension. For the avoidance of doubt, all payments by the Borrower of principal and interest in respect of Secured Loans, or any other amounts owed to a Lender hereunder, payable on a Payment Date shall be made to the Lender of record identified in the Loan Register; provided that if all or a portion of the Secured Loan has been assigned pursuant to Section 7.4(c) below since the first date of the corresponding Interest Accrual Period, the Loan Agent shall allocate payments in respect of such Secured Loan to the assignor of such Secured Loan and the assignee of such Secured Loan based on the actual number of days on which such assignor and assignee were registered, respectively, as the Lender in the Loan Register during such Interest Accrual Period. (b) The Loan Agent shall establish a segregated non-interest bearing account in the name of the Loan Agent for the benefit of the Lenders (the “Lender Account”) to which payments made by the Borrower for payment of Secured Loans shall be deposited upon receipt for further payment to the Lenders. Amounts in the Lender Account shall remain uninvested.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds the currency such Loan was advanced and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such accountPayment Office. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon (New York City time), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the applicable Cost of Funds for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. Payments of principal and interest on Loans shall be made in Sterling. (b) Any payments under this Agreement that which are made by Company later than 2:00 p.m. 12:00 Noon (New York City time) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Notwithstanding the foregoing clauses (a) and (b), if any Defaulting Lender shall have failed to fund all or any portion of any Loan (each such Loan, an “Affected Loan”), each payment by Company hereunder shall be applied first to such Affected Loan and the principal amount and interest with respect to such payment shall be distributed (i) to each Non-Defaulting Lender who is a Lender, pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders, until the principal amount of all Affected Loans has been repaid in full and (ii) to the extent of any remaining amount of such payment, to each Lender, as set forth in clauses (a) and (c) above. Each payment made by Company on account of the interest on any Affected Loans shall be distributed to each Non-Defaulting Lender pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders.

Method and Place of Payment. (a) Except Each payment by Borrower hereunder or under the Note shall be payable at such place as otherwise specifically provided hereinLender may designate from time to time in writing, all payments on the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Each payment by Borrower hereunder or under this Agreement the Note shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by the Borrower1:00 p.m., without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office payment is due, to Lender by deposit to such account as the Administrative Agent shall specify for such purpose Lender may designate by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder or under the Note shall be stated to be due on a day that which is not a Business Day, the due date thereof such payment shall be extended made on the first Business Day preceding such scheduled due date. Notwithstanding the foregoing or anything else in this Agreement or the other Loan Documents to the next succeeding Business Day andcontrary, provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to payments the monthly payment of principal, interest Debt Service and amounts required to be deposited into the Reserve Accounts pursuant to the terms of this Agreement shall be payable during deemed satisfied, and no default interest or late charge shall be assessed under clauses (c) and (d) above, to the extent sufficient amounts are deposited in the Mezzanine Cash Management Account to satisfy such extension at obligations on the applicable rate in effect immediately prior dates each such payment is required, regardless of whether any of such amounts are so applied by Lender, so long as Lender’s access to such extensionmoney has not been constrained or constricted in any manner, including by any action by Borrower to contest the release of funds from the Mezzanine Cash Management Account for the payment of Debt Service or otherwise.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), local time in each case, the city in which the Payment Office for the payment is located) on the date when due and shall be made in immediately available funds in the Applicable Currency and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the U.S. Borrower to the Administrative Agent to make a payment from the funds in the U.S. Borrower’s account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, 12:00 Noon or local time in the city in which the Payment Office for the payment is located on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon or local time in the city in which the Payment Office for the payment is located on such day), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by any Borrower later than 2:00 p.m. 12:00 Noon (New York City timelocal time in the city in which the Payment Office for the payment is located) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Unless Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to Administrative Agent for the account of the applicable Lenders or the applicable Issuing Lenders hereunder that the applicable Borrower will not make such payment, Administrative Agent may assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable Issuing Lenders, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the applicable Lenders or the applicable Issuing Lenders, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to Administrative Agent, at the Federal Funds Rate for amounts in Dollars (and, at Administrative Agent’s cost of funds for amounts in any Alternative Currency) for the first three days and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (x) 12:00 noon (New York City time) in the case of payments denominated in Dollars, and (y) 9:45 a.m. (New York City time) in the case of payments denominated in any other currency, or, otherwiseotherwise in each case, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (x) 12:00 noon (New York City time) in the case of payments denominated in Dollars, and (y) 9:45 a.m. (New York City time) in the case of payments denominated in any other currency, in each case, may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 1:00 P.M. (New York City time), in each case, ) on the date when due and shall be made in Dollars in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)funds. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate during such extension. Administrative Agent shall have the right to effectuate payment of any and all Obligations (including without limitation, all interest payments) due and owing hereunder by charging Borrowers’ Account or by making Loans as provided in effect immediately Section 2.03 hereof. (b) Each applicable Loan Party shall, along with the Collateral Agent and those financial institutions party to Cash Management Control Agreements effectuated in connection with the Existing ABL Facility and/or such other financial institutions selected by the Borrower Agent and approved by the Administrative Agent (all such financial institutions, the “Collection Banks”), enter into separate Cash Management Control Agreements with respect to all Deposit Accounts of the Loan Parties (other than Excluded Deposit Accounts). With respect to the Collection Banks existing on the Closing Date, each applicable Loan Party, along with the Collateral Agent and such Collection Banks, shall on or prior to the 30th day following the Closing Date (as such date may be extended from time to time by the Administrative Agent), and thereafter maintain, separate Cash Management Control Agreements with respect to all Deposit Accounts of the Loan Parties (other than Excluded Deposit Accounts). Following the Closing Date, the Borrowers shall consult, in good faith, with Administrative Agent in furtherance of establishing their primary operating deposit accounts with the Administrative Agent. Each Loan Party shall instruct all Account Debtors of the Loan Parties to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor (other than any Account constituting Excluded Assets) which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Collection Account. All amounts received by any Loan Party and any Collection Bank, in respect of any such Account and all other cash received from any other source (including from any sale of accounts receivables pursuant to clause (5) of the definition of Asset Sale), shall upon receipt be deposited into a Collection Account or directly into a Concentration Account or, subject to the limitations in the definition of “Excluded Deposit Account” in the case of amounts not constituting payments in respect of Accounts of a Loan Party (including from any sale of accounts receivables pursuant to clause (5) of the definition of Asset Sale), an Excluded Deposit Account. (c) All amounts held in all of the Collection Accounts and Disbursement Accounts (but not Excluded Deposit Accounts) with respect to each Borrower shall be wired by the close of business on each Business Day into one or more concentration accounts identified on Schedule 10.12 (each, a “Concentration Account”) unless such amounts are otherwise required or permitted to be applied pursuant to Section 5.02. All of the Collection Accounts and Disbursement Accounts of the Borrowers (other than Excluded Deposit Accounts) shall be “zero” balance accounts. So long as no Dominion Period then exists, the Borrowers shall be permitted to transfer cash from the Concentration Accounts to the Disbursement Accounts to be used for working capital and general corporate purposes, all subject to the requirements of this Section 5.03(c) and pursuant to procedures and arrangements to be reasonably determined by the Administrative Agent. If a Dominion Period exists, all collected amounts held in the Concentration Accounts shall be applied as provided in Section 5.03(d). (d) Each Cash Management Control Agreement relating to a Concentration Account shall (unless otherwise agreed by the Administrative Agent in its sole discretion) include provisions that allow, during any Dominion Period, for all collected amounts held in such Concentration Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with, or otherwise designated in writing to the Borrower by, the Collateral Agent (each, an “Agent Account”). Subject to the terms of the respective Security Document and the ABL/Term Loan/Notes Intercreditor Agreement, all proceeds of Collateral received by any Agent shall be applied (and allocated) by the Administrative Agent in the following order (in each case, to the extent the Administrative Agent has received written notice at least one Business Day prior to such extensiondate of the amounts owing or outstanding as described below and after giving effect to the application of any such amounts constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document): (i) first, to the payment (on a ratable basis) of any outstanding fees, Expenses, indemnities, losses and other amounts actually due and payable to the Administrative Agent and the Collateral Agent under any of the Loan Documents; (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full in cash, to pay (on a ratable basis) all outstanding Expenses actually due and payable to each Issuing Lender under any of the Loan Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) have been paid in full in cash, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Lender pursuant to Section 13.01 and under any of the Loan Documents; (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full in cash, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Loans and all accrued and unpaid Fees actually due and payable to the Agents, the Issuing Lenders and the Lenders under any of the Loan Documents; (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full in cash, to repay (on a ratable basis) the outstanding principal of Revolving Loans (whether or not then due and payable); (vi) sixth, to the extent all amounts referred to in preceding clauses (i) through (v), inclusive, have been paid in full in cash, to pay (on a ratable basis) all other outstanding Obligations (other than Secured Hedging Obligations) then due and payable to the Administrative Agent, the Collateral Agent and the Lenders under any of the Loan Documents; (vii) seventh, to the extent all amounts referred to in preceding clauses (i) through (vi), inclusive, have been paid in full in cash, to the cash collateralization (on a ratable basis) of all Letter of Credit Exposure in a manner reasonably satisfactory to each applicable Issuing Lender; (viii) eighth, to the extent all amounts referred to in preceding clauses (i) through (vii), inclusive, have been paid in full in cash, to pay all Secured Hedging Obligations and Bank Product Obligations owing to Agent, any Lender or any Affiliate of any Agent or Lender and related expenses in each case then actually due and payable, if any and (ix) ninth, to the extent all amounts referred to in preceding clauses (i) through (viii), inclusive, have been paid in full in cash, to be returned to the Borrower Agent for the Borrower Agent’s own account. (e) In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the Administrative Agent’s right to demand payment of any Obligation upon its maturity. Further, the Administrative Agent shall have no obligation whatsoever to perform in any respect any of the Borrower Agent’s or the other Loan Parties’ contracts or obligations relating to the Accounts. (f) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Administrative Agent on the date received by Administrative Agent. Administrative Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Administrative Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”). Administrative Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Administrative Agent and Administrative Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Administrative Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Administrative Agent shall be deemed applied by Administrative Agent on account of the Obligations on its respective Application Date. The Borrowers further agree that, during a Dominion Period, there is a monthly float charge payable to Administrative Agent for Administrative Agent sole benefit, in an amount equal to (y) the face amount of all items of payment received (other than payments of fees and expenses) each day during the prior month (including items of payment received by Administrative Agent as a wire transfer or electronic depository check) multiplied by (z) the sum of the Applicable Margin for ABR Loans plus the ABR Rate for one (1) day (i.e. the Interest Rate for ABR Loans divided by 360). The monthly float charge shall be calculated daily and charged once per month, relating to all applicable payments collected in the prior month. All proceeds received by Administrative Agent shall be applied to the Obligations in accordance with Section 5.03(d) hereof.

Method and Place of Payment. (ai) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), local time in each case, the city in which the Payment Office for the payment is located) on the date when due and shall be made in immediately available funds in the Applicable Currency and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the U.S. Borrower to the Administrative Agent to make a payment from the funds in the U.S. Borrower’s account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, 12:00 Noon or local time in the city in which the Payment Office for the payment is located on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled to receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon or local time in the city in which the Payment Office for the payment is located on such day), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Canadian Revolving Facility shall be made to Canadian Administrative Agent, for the ratable account of the Canadian Revolving Lenders entitled thereto, not later than 12:00 Noon (local time in the city in which the Payment Office for the payment is located) on the date when due and shall be made in Canadian Dollars and in each case to the account specified therefor for Canadian Administrative Agent or if no account has been so specified at the Payment Office, it being understood that with respect to payments in Canadian Dollars, written telex or telecopy notice by Canadian Borrower to Canadian Administrative Agent to make a payment from the funds in Canadian Borrower’s account at the Payment Office shall constitute the making of such payment to the extent of such funds held in such account. Canadian Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by Canadian Administrative Agent prior to 12:00 Noon (local time in the city in which the Payment Office for the payment is located on such day)) like funds relating to the payment of principal or interest or fees ratably to the Canadian Revolving Lenders entitled to receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon (local time in the city in which the Payment Office for the payment is located on such day)), Canadian Administrative Agent shall pay to each Canadian Revolving Lender its ratable amount thereof and each such Canadian Revolving Lender shall be entitled to receive from Canadian Administrative Agent, upon demand, interest on such amount at the applicable cost of funds with respect to Canadian Dollars for each day from the date such amount is paid to Canadian Administrative Agent until the date Canadian Administrative Agent pays such amount to such Canadian Revolving Lender. (b) Any payments under this Agreement that which are made by any Borrower later than 2:00 p.m. 12:00 Noon (New York City timelocal time in the city in which the Payment Office for the payment is located) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Unless Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or the Facing Agent hereunder that the applicable Borrower will not make such payment, Administrative Agent may assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Facing Agent, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Facing Agent, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or the Facing Agent, with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to Administrative Agent, at the Federal Funds Rate for amounts in Dollars (and, at Administrative Agent’s cost or funds for amounts in Canadian Dollars or any Alternative Currency) for the first three days and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the each Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, 12:00 Noon on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Borrowers, it being understood that written or facsimile notice by the a Borrower to the Administrative Agent to make a payment from the funds in the such Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans amounts are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsdenominated. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, 12:00 noon on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in the Base Currency Equivalent of such amount. (b) Any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments such extension of principal, interest time shall be payable during such extension reflected in computing interest or fees (as the case may be) at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders of each applicable Class of Loans entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Borrowers (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerBorrowers), it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline LenderXxxxxx’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in entitled thereto or the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer Issuing Banks entitled thereto, as the case may be, not later than 2:00 1:00 p.m. (New York City Houston, Texas time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City Houston, Texas time) or, otherwise, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders or the Issuing Banks, as applicable, entitled thereto. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York City Houston, Texas time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer Issuers entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice written notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the applicable currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsof the Loans. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City timewhich time may be extended by the Administrative Agent in its sole discretion in connection with the repayment in full of the Credit Facilities) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)) for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerParent Borrower on behalf of the Borrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Parent Borrower), it being understood that written or facsimile notice by the Parent Borrower to the Administrative Agent to make a payment from the funds in the Parent Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) ), in like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Letter of Credit Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Letter of Credit Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the Letter of Credit Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) a Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by a Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the Letter of Credit Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or Letter of Credit Issuer or the Borrowers with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 1:00 P.M. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds and in lawful money of the United States of America at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Office, it being understood that written written, telex or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. If and to the extent that any such distribution shall not be so made by the Administrative Agent in full on the same day (if payment was actually received by the Administrative Agent prior to 2:00 P.M. (New York time) on such day), the Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from the Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to the Administrative Agent until the date the Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 1:00 P.M. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable (based on its pro rata share) account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds and in lawful money of the United States of America at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that prior written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually shall distribute any such payments received by it for the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating account of any other Person to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) appropriate recipient promptly following receipt thereof. Any payments made by the Borrower under this Agreement that which are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made by the Borrower on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day Day, and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Letter of Credit Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Letter of Credit Issuer, as the case may be, the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Letter of Credit Issuer with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. (New York City time), in each case, case on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office with respect to the applicable currency or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in Dollars in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Payment Office. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to during such extension. (b) Each Borrower and each Guarantor shall, along with the Collateral Agent and certain financial institutions with which the Borrowers and Guarantors maintain Deposit Accounts (the “Collection Banks”), enter into on or prior to the 90th day following the Effective Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion) and thereafter maintain separate Cash Management Control Agreements with respect to all Deposit Accounts (other than Excluded Accounts). Each Credit Party shall instruct all Account Debtors of the Credit Parties to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Collection Account. All amounts received by any Credit Party and any Collection Bank in respect of any Account, in addition to all other cash received from any other source, shall upon receipt be deposited into a Collection Account or directly into a Concentration Account or, to the extent permitted hereunder in the case of amounts not constituting payments in respect of Accounts of a Credit Party, an Excluded Account. Each Credit Party shall, along with the Collateral Agent and each of those banks or other Persons in which any other Deposit Accounts (other than Excluded Accounts) and Securities Accounts (other than Excluded Accounts) are maintained, enter into on or prior to the 90th day following the Effective Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion) and thereafter maintain separate Cash Management Control Agreements. (c) All amounts held in all of the Collection Accounts and Disbursement Accounts (but not Excluded Accounts) with respect to each Credit Party shall be wired by the close of business on each Business Day into one or more concentration accounts (each, a “Concentration Account”) with the Collateral Agent, one or more Lenders and/or one or more other institutions reasonably acceptable to the Administrative Agent (it being understood that any institution with which the Company or any other Credit Party maintains a Deposit Account as of the Effective Date shall be reasonably satisfactory to the Administrative Agent) unless such amounts are otherwise required or permitted to be applied pursuant to Section 5.02. All of the Collection Accounts and Disbursement Accounts (other than an Excluded Account) shall be “zero” balance accounts. So long as no Dominion Period then exists, the Borrowers and the Subsidiary Guarantors shall be permitted to transfer cash from the Concentration Accounts to the Disbursement Accounts to be used for working capital and general corporate purposes, all subject to the requirements of this Section 5.03(c) and pursuant to procedures and arrangements to be determined by the Administrative Agent. If a Dominion Period exists, all collected amounts held in the Concentration Accounts shall be applied as provided in Section 5.03(d). (d) Each Cash Management Control Agreement relating to a Concentration Account and each Securities Account shall (unless otherwise agreed by the Administrative Agent in its reasonable discretion) include provisions that allow, during any Dominion Period, for all collected and other amounts held in such Concentration Account and such Securities Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative Agent (each, a “Xxxxx Account”). Subject to the terms of the respective Security Document, all amounts received in a Xxxxx Account shall be applied (and allocated) by the Administrative Agent on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any such amounts otherwise required to be applied pursuant to Section 5.02(b) or (c) constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document): (i) first, to the payment (on a ratable basis) of any outstanding Expenses actually due and payable to the Administrative Agent or the Collateral Agent under any of the Credit Documents and to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Sections 2.01(e) and 2.04(b); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, to pay (on a ratable basis) all outstanding Expenses actually due and payable to each Issuing Lender under any of the Credit Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Loans and all accrued and unpaid Fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Credit Documents; (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Revolving Loans (whether or not then due and payable); and (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Administrative Agent, the Collateral Agent and the Lenders under any of the Credit Documents. (e) Without limiting the provisions set forth in Section 13.15, the Administrative Agent shall maintain accounts on its books in the name of each Borrower (collectively, the “Credit Account”) in which each Borrower will be charged with all loans and advances made by the Lenders to the respective Borrower for the respective Borrower’s account, including the Loans, the Letter of Credit Outstandings, and the Fees, Expenses and any other Obligations relating thereto. Each Borrower will be credited, in accordance with this Section 5.03, with all amounts received by the Lenders from such Borrower or from others for its account, including, as set forth above, all amounts received by the Administrative Agent and applied to the Obligations. In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the Administrative Agent’s right to demand payment of any Obligation upon its maturity. Further, the Administrative Agent shall have no obligation whatsoever to perform in any respect any of the Borrowers’ or the Subsidiary Guarantors’ contracts or obligations relating to the Accounts.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such -92- purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 1:00 P.M. (New York City time), in each case, ) on the date when due and shall be made in Dollars in immediately available funds at the Administrative Agent’s Office or at such other office as Payment Office. Any payments received by the Administrative Agent after such time shall specify be deemed to have been received on the next Business Day and any applicable interest or fee shall continue to accrue; provided that for such the purpose by notice of computing interest charges for the Obligations in respect of Revolving Loans during any Cash Dominion Period all items of payment (including customer remittances received into any Cash Management Accounts and applied to the Borrower Obligations in respect of Revolving Loans under any cash dominion arrangements described in Section 10.20) shall be deemed applied by the Administrative Agent one Business Day after (or, A) the Business Day following the Administrative Agent or the Collateral Agent’s receipt of such payments via wire transfer or electronic depository check or (iB) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior or the Collateral Agent in any other form, the Business Day such payment constitutes good funds. This approach is acknowledged by the parties to 2:00 p.m. be an integral aspect of the price of the Lenders’ financing of the Borrowers and shall apply irrespective of the characterization of whether receipts are owned by the Borrowers or the Lenders. The Borrowers and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. During the continuance of an Event of Default, the Borrowers hereby authorize the Administrative Agent, the Collateral Agent and each Revolving Lender to make a Revolving Loan (New York City timewhich shall be a Base Rate Loan) orto pay (i) interest, otherwiseprincipal, agent fees and Commitment Commission, in each instance, on the next date due, or (ii) after five Business Day) like funds relating Days’ prior notice to the payment of principal Revolving Borrower, other fees, costs or interest expenses payable by the Borrowers or Fees ratably to any Credit Party hereunder or under the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)other Credit Documents. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to during such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) in like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Letter of Credit Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Letter of Credit Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the Letter of Credit Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the Letter of Credit Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or Letter of Credit Issuer or the Borrower with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) or in the case of the Swingline Loans Loans, to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 P.M. (noon) (New York City time), in each case, ) on the date when due and shall be made in Dollars in immediately available funds at the Administrative Agent’s Office or at Payment Office. Any amounts received after such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (ortime on any date may, (i) in the case discretion of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made received on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case for purposes of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)calculating interest thereon. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to during such extension. (b) The Borrowers and each other Credit Party shall, along with the Collateral Agent and certain financial institutions selected by the Company and reasonably approved by the Administrative Agent (the “Collection Banks”), enter into and thereafter maintain separate Control Agreements with respect to all Deposit Accounts (other than Excluded Deposit Accounts) of such Credit Parties (A) in the case of Deposit Accounts in existence on the Effective Date, on or prior to the 90th day following the Effective Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion), (B) [reserved], (C) in the case of any new Deposit Account, concurrently with the establishment thereof and (D) in the case of any existing Excluded Deposit Account into which the depositing of funds would result in such account ceasing to be an Excluded Deposit Account, prior to depositing any such funds. The Borrowers shall also deliver to the Administrative Agent notifications in form reasonably satisfactory to the Administrative Agent executed on behalf of such Borrower and addressed to such Borrower’s credit card clearinghouses and processors (each a “Credit Card Notification”) (A) in the case of the Borrower’s credit card clearinghouses and processors as the Effective Date, on or prior to the 30th day thereafter (as such date may be extended from time to time by the Administrative Agent in its sole discretion), (B) [reserved] and (C) in the case of all other credit card clearinghouse and processor arrangements, concurrently with the establishment thereof. Each Credit Party shall instruct all Account Debtors of the Credit Parties to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Collection Account. All amounts received by any Credit Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source, shall upon receipt be deposited into a Collection Account or directly into a Concentration Account or, subject to the limitations in the definition of “Excluded Deposit Account”, an Excluded Deposit Account. (c) All amounts held in all of the Collection Accounts and Disbursement Accounts (but not Excluded Deposit Accounts) with respect to each Credit Party shall be wired by the close of business on each Business Day into one or more concentration accounts with the Collateral Agent and/or one or more other institutions reasonably acceptable to the Administrative Agent (each, a “Concentration Account”) unless such amounts are otherwise required or permitted to be applied pursuant to Section 5.02. All of the Collection Accounts and Disbursement Accounts (other than Excluded Deposit Accounts) shall be “zero” balance accounts. So long as no Dominion Period then exists, the Borrowers shall be permitted to transfer cash from the Concentration Accounts to the Disbursement Accounts to be used for working capital and general corporate purposes, all subject to the requirements of this Section 5.03(c) and pursuant to procedures and arrangements to be reasonably determined by the Administrative Agent. If a Dominion Period exists, all collected amounts held in the Concentration Accounts shall be applied as provided in Section 5.03(d). (d) Each Control Agreement relating to a Concentration Account shall (unless otherwise agreed by the Administrative Agent in its sole discretion) include provisions that allow, during any Dominion Period, for all collected amounts held in such Concentration Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative Agent (each, a, “Administrative Agent’s Account”). Subject to the terms of the Intercreditor Agreement, all amounts received in an Administrative Agent’s Account shall be applied (and allocated) by the Administrative Agent (i) if the circumstances described in Section 11.03 are applicable, in accordance with such Section 11.03 and (ii) otherwise, on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below): (A) first, to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent and the Collateral Agent under any of the Credit Documents and to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Sections 2.01(e) and 2.04(b); (B) second, to the extent all amounts referred to in preceding clause (A) have been paid in full, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Lender under any of the Credit Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (C) third, to the extent all amounts referred to in preceding clauses (A) and (B) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Loans and all accrued and unpaid Fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Credit Documents; (D) fourth, to the extent all amounts referred to in preceding clauses (A) through (C), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Loans which are then due and payable; (E) fifth, to the extent all amounts referred to in preceding clauses (A) through (D), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Administrative Agent, the Collateral Agent and the Lenders under any of the Credit Documents; (F) sixth, to the extent all amounts referred to in preceding clauses (A) through (E), inclusive, have been paid in full to repay (on a ratable basis) the outstanding principal of Loans which are not then due and payable; (G) seventh, to the extent all amounts referred to in preceding clauses (A) through (F), inclusive, have been paid in full, to pay an amount to the Administrative Agent equal to 105% of the Stated Amount of outstanding Letters of Credit on such date, to be held in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; and (H) eighth, to the extent all amounts referred to in preceding clauses (A) through (G), inclusive, have been paid in full and so long as no Default under Section 11.01(a), (b) or (e) or any Event of Default then exists, to be returned to the Borrowers (as directed by the Company) for the Borrowers’ own account.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, Local Time) on the date when due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent’s Office and (ii) in the case of amounts payable in a Foreign Currency, in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loans are denominated and Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated, (iii) in the case of any indemnification or expense reimbursement payment, in Dollars or Euro, as requested by the Person entitled to receive such payment, or (iv) in all other payments under each Credit Document shallcases, unless otherwise specified in such Credit Document, be made in Dollars, in each case except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City timeLocal Time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City timeLocal Time) may shall be deemed to have been made on the next succeeding Business Day in at the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline LenderAgent’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-offset‑off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto or the Swingline Lender entitled thereto, as the case may be; all such payments shall be made, except as otherwise specifically provided herein, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account account(s) at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided hereinin Section 5.4 with respect to taxes, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in entitled thereto or the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit L/C Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)3:00 p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 3:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders of each applicable Class of Loans entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 3:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement or any Revolving Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 Noon (New York City time), local time in each case, the city in which the Payment Office for the respective payments is located) on the date when due and shall be made in (x) Dollars in immediately available funds at the Administrative Agent’s appropriate Payment Office or at such other office as of the Administrative Agent shall specify for such purpose by notice in respect of any obligation of the Borrowers under this Agreement except as otherwise provided in the immediately following clause (y) and (y) subject to the Borrower provisions of Section 2.17, in the relevant Applicable Currency in immediately available funds at the appropriate Payment Office (or, (i) which in the case of Canadian Revolving Loans must be located in Canada) of the Swingline Administrative Agent, if such payment is made in respect of (i) principal of, the Face Amount of or interest on Alternate Currency Revolving Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and or (ii) any increased costs, indemnities or other amounts owing with respect to Alternate Currency Revolving Loans (or Commitments relating thereto), in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment this clause (ii) to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made the respective Lender which is charging same denominates the amounts owing in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsrelevant Applicable Currency. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) or, otherwise, on local time in the next Business Daycity in which such payments are to be made)) like funds relating to the payment of principal or principal, interest or Fees ratably to the Lenders entitled thereto. (b) . Any payments under this Agreement that which are made later than 2:00 p.m. 12:00 Noon (New York City timelocal time in the city in which such payments are to be made) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder or under any Revolving Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest and fees shall be payable during such extension at the applicable rate in effect immediately prior to during such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account account(s) at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the US Borrower or the UK Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, Local Time) on the date when due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent’s 's Office and (ii) in the case of amounts payable in a Foreign Currency, in immediately available funds at the Administrative Agent's Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the US Borrower or the UK Borrower, as the case may be, to the Administrative Agent to make a payment from the funds in the US Borrower’s 's or the UK Borrower's, as the case may be, account at the Administrative Agent’s 's Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loans are denominated and Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated, (iii) in the case of any indemnification or expense reimbursement payment, in Dollars or Euro, as requested by the Person entitled to receive such payment, or (iv) in all other payments under each Credit Document shallcases, unless otherwise specified in such Credit Document, be made in Dollars, in each case except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City timeLocal Time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City timeLocal Time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice written notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable (based on its PRO RATA share) account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, local time at the Payment Office) on the date when due and shall be made at the Payment Office in immediately available funds at and in lawful money of the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower United States of America (or, (i) in the case of the Swingline LoansLoans denominated in Dollars), at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and or in Alternative Currency (ii) in the case of Additional Swingline LoansLoans denominated in Alternative Currency), at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 12:00 noon (New York City timelocal time at the Payment Office) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder and an Event of Default is not then in existence, such funds shall be applied (i) FIRST, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and (ii) SECOND, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Borrower, (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice notice to the Borrower), ) it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account; provided that in connection with any prepayment resulting in the Termination Date, such payment shall instead be made by 5:00 p.m. (New York City time) on the Termination Date. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 12:00 noon (New York City time) or, as applicable, 5:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 1:00 P.M. (New York City time), in each case, ) on the date when due and shall be made in Dollars in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Payment Office. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to during such extension. (b) The Borrower and each other Credit Party shall, along with the Collateral Agent and certain financial institutions selected by the Borrower and approved by the Administrative Agent (the “Collection Banks”), enter into on or prior to the 90th day following the Effective Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion), and thereafter maintain, separate Cash Management Control Agreements with respect to all Deposit Accounts (other than Excluded Deposit Accounts). Each Credit Party shall instruct all (i) Account Debtors (other than Medicare/Medicaid Account Debtors) of the Credit Parties to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Collection Account and (ii) Medicare/Medicaid Account Debtors of the Credit Parties (or any paying agent thereof) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” relating to the Medicare/Medicaid Deposit Account (or to remit such payments to the Medicare/Medicaid Deposit Account by electronic settlement) with respect to all Accounts of such Medicare/Medicaid Account Debtor. All amounts received by any Credit Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than (x) cash received (and to be maintained) at a retail store in an amount necessary for the operation of such retail store in the ordinary course of business not to exceed $30,000,000 in the aggregate for all retail stores and (y) amounts received in respect of Accounts of Medicare/Medicaid Account Debtors), shall upon receipt be deposited into a Collection Account or directly into a Concentration Account or, subject to the limitations in the definition of “Excluded Deposit Account” in the case of amounts not constituting payments in respect of Accounts of a Credit Party, an Excluded Deposit Account. (c) All amounts held in the Medicare/Medicaid Deposit Account and all of the Collection Accounts and Disbursement Accounts (but not Excluded Deposit Accounts other than the Medicare/Medicaid Deposit Account) with respect to each Credit Party shall be wired by the close of business on each Business Day into one or more concentration accounts with the Collateral Agent and/or one or more other institutions reasonably acceptable to the Administrative Agent (each, a “Concentration Account”) unless such amounts are otherwise required or permitted to be applied pursuant to Section 5.02. The Medicare/Medicaid Deposit Account and all of the Collection Accounts and Disbursement Accounts (other than Excluded Deposit Accounts but not the Medicare/Medicaid Deposit Account) shall be “zero” balance accounts. So long as no Dominion Period then exists, the Borrower and the Subsidiary Guarantors shall be permitted to transfer cash from the Concentration Accounts to the Disbursement Accounts to be used for working capital and general corporate purposes, all subject to the requirements of this Section 5.03(c) and pursuant to procedures and arrangements to be reasonably determined by the Administrative Agent. If a Dominion Period exists, all collected amounts held in the Concentration Accounts shall be applied as provided in Section 5.03(d). (d) Each Cash Management Control Agreement relating to a Concentration Account shall (unless otherwise agreed by the Administrative Agent in its sole discretion) include provisions that allow, during any Dominion Period, for all collected amounts held in such Concentration Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative Agent (each, a “DB Account”). Subject to the terms of the respective Security Document, all amounts received in a DB Account shall be applied (and allocated) by the Administrative Agent on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any such amounts otherwise required to be applied pursuant to Section 5.02(b) or (c) constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document): (i) first, to the payment (on a ratable basis) of any outstanding Expenses actually due and payable to the Administrative Agent, the Collateral Agent and the Syndication Agent under any of the Credit Documents and to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Section 2.01(e); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, to pay (on a ratable basis) all outstanding Expenses actually due and payable to each Issuing Lender under any of the Credit Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Loans and all accrued and unpaid Fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Credit Documents; (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Revolving Loans (whether or not then due and payable); (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Administrative Agent, the Collateral Agent, the Syndication Agent and the Lenders under any of the Credit Documents; and (vi) sixth, to the extent all amounts referred to in preceding clauses (i) through (v), inclusive, have been paid in full and so long as no Default under Section 11.01 or 11.05 or any Event of Default then exists, to be returned to the Borrower for the Borrower’s own account. (e) Without limiting the provisions set forth in Section 13.15, the Administrative Agent shall maintain accounts on its books in the name of the Borrower (collectively, the “Credit Account”) in which the Borrower will be charged with all loans and advances made by the Lenders to the Borrower for the Borrower’s account, including the Loans, the Letter of Credit Outstandings, and the Fees, Expenses and any other Obligations relating thereto. The Borrower will be credited, in accordance with this Section 5.03, with all amounts received by the Lenders from the Borrower or from others for its account, including, as set forth above, all amounts received by the Administrative Agent and applied to the Obligations. In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the Administrative Agent’s right to demand payment of any Obligation upon its maturity. Further, the Administrative Agent shall have no obligation whatsoever to perform in any respect any of the Borrower’s or the other Credit Parties’ contracts or obligations relating to the Accounts.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Notes shall be made to the Administrative Agent by 11:00 a.m. New York City time, on the date such payment or prepayment, as applicable, is due in lawful money of the United States of America by wire transfer in federal or other Funds, by deposit to an account specified in writing by Administrative Agent to Borrower (as the same may be changed in writing by the BorrowerAdministrative Agent at least two (2) Business Days prior to the due date). Any funds received by the Administrative Agent after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day. All payments made by the Borrower hereunder, or by the Borrower under the other Loan Documents, shall be made irrespective of, and without any deduction for, any set-off, counterclaim offs or deduction counterclaims. The Administrative Agent will on the day such funds are received distribute to each Lender its ratable share of any kind, to each such payment received hereunder by the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline account of such Lender and designated below its signature below (iior to such other account as such Lender may instruct the Administrative Agent in writing at least two (2) in the case of Additional Swingline Loans Business Days prior to the Additional Swingline Lender) entitled theretoapplicable Borrowing Date), the Letter of Credit Issuer entitled theretoprovided, as the case may behowever, not later than 2:00 p.m. (that if such payment is received after 11:00 a.m., New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for make such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, distributions on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders 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 (but shall not be required to), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment, each 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 as in effect for such day. Nothing contained in this Agreement that are made later than 2:00 p.m. subparagraph (New York City timeb), and no action taken in connection with this subparagraph (b), shall (i) may relieve, or shall be deemed to have been made on relieve, the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Borrower from its obligation to make any payment hereunder or (ii) constitute, or be deemed to be made hereunder shall be stated to be due on constitute, a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments waiver of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extensionany Default or Event of Default.

Method and Place of Payment. (a) (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (orentitled thereto, (i) not later than 1:00 p.m. New York City time, or 4:00 p.m. London, England time in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)Euro Term Loans, in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Borrowers, it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Senior Finance Document shall, unless otherwise specified in such Credit Senior Finance Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City time, or London, England time, in the case of Euro Term Loans) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York City time) , or 4:00 p.m. London, England time in the case of Euro Term Loans may be extended and deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (ordiscretion, and, in the case of any payment accruing interest, interest thereon shall be payable for the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)period of such extension. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding preceding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extensionDay.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter Let- ter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s 's Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s 's Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) To the extent that funds are available pursuant to the Priority of Payments, all payments by the Borrower in respect of Secured Loans hereunder and all fees hereunder shall be made in Dollars. Except as otherwise specifically provided herein, unless otherwise directed in writing by the Loan Agent (acting at the written direction of 100% of the Lenders) to the Trustee, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Loan Agent for the ratable (based on their applicable Percentages) account of the Lenders entitled thereto (orwhich funds, (i) in the case of the Swingline Loans if delivered to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled theretoLoan Agent, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City timeLoan Agent shall promptly forward to such Lenders), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower account with the wire instructions specified in Schedule 1 (or, (i) or in the case of Assignment Agreement, as applicable). Each Lender may direct the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice Loan Agent to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by direct the Borrower to make payments directly to such Lender or as otherwise designated by such Lender; provided that the Administrative Agent Borrower shall not be bound to make a payment from the funds such payments directly to such Lender until directed in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received writing by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Loan Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable accrue during such extension at the applicable rate in effect immediately prior to such extension. For the avoidance of doubt, all payments by the Borrower of principal and interest in respect of Secured Loans, or any other amounts owed to a Lender hereunder, payable on a Payment Date shall be made to the Lender of record identified in the Loan Register; provided that if all or a portion of the Secured Loan has been assigned pursuant to Section 7.4(c) below since the first date of the corresponding Interest Accrual Period, the Loan Agent shall allocate payments in respect of such Secured Loan to the assignor of such Secured Loan and the assignee of such Secured Loan based on the actual number of days on which such assignor and assignee were registered, respectively, as the Lender in the Loan Register during such Interest Accrual Period. (b) The Loan Agent shall establish a segregated non-interest bearing account in the name of the Loan Agent for the benefit of the Lenders (the “Lender Account”) to which payments made by the Borrower for payment of Secured Loans shall be deposited upon receipt for further payment to the Lenders. Amounts in the Lender Account shall remain uninvested.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds in Dollars, Euros or an Alternative Currency, as applicable, and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that written telex or facsimile telecopy notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon (New York City time) on such day), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Borrower later than 2:00 p.m. 12:00 Noon (New York City time) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-offoff or counterclaim and, counterclaim or deduction of any kindexcept as otherwise expressly provided herein, shall be made to the Administrative Agent Agent, for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds in lawful money of the United States of America and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that written written, telex or facsimile telecopy notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon (New York City time) on such day), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Borrower later than 2:00 p.m. 12:00 Noon (New York City time) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurodollar Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Lenders hereunder that Borrower will not make such payment in full, Administrative Agent may assume that Borrower has made such payment in full to Administrative Agent as required hereunder on such date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower shall not have made such payment in full to Administrative Agent, each Lender shall repay to Administrative Agent on demand such amount distributed to such Lender together with interest thereon for each day from the date such amount was distributed to such Lender until the date such Lender repays such amount to Administrative Agent at the Federal Funds Rate as in effect for each such day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuers or the Swingline Lenders (except to the extent payments are to be made directly to a Letter of Credit Issuer entitled theretoor a Swingline Lender), as the case may be, not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds in Dollars at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 2:30 p.m. (New York City time) oron such day and, otherwiseif not, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.thereto or to the Letter of Credit Issuer or the Swingline Lender, as applicable. 134 LPL – Conformed A&R Credit Agreement (ba) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans Administrative Agent (which may extend such deadline in its discretion whether or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretionnot such payments are in process). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated hereunder, and all other payments under each Credit Loan Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) or in the case of the Swingline Loans Loans, to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Lead Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Lead Borrower), it being understood that written or facsimile notice by the Lead Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) To the extent funds are available pursuant to the Priority of Distributions, all payments by the Borrowers of principal and interest in respect of Loans hereunder and all fees and all other Loans hereunder shall be made in accordance with Sections 2.8 and 11.1 of the Indenture. Except as otherwise specifically provided herein, all payments under this Agreement shall be made by into the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Lender Account for the ratable account (based on their applicable Percentages) benefit of the Lenders entitled thereto (orwhich funds, (i) in the case of the Swingline Loans if delivered to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled theretoLoan Agent, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City timeLoan Agent shall promptly forward to such Lenders), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower account with the wire instructions specified in Schedule 3 (or, (i) or in the case Assignment Agreement, as applicable). For the avoidance of the Swingline Loansdoubt, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice all payments by the Borrower of principal and interest in respect of Loans, or any other amounts owed to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principalLender hereunder, interest or otherwise) hereunder payable on a Distribution Date shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment Lender of principal or interest or Fees ratably to record as of the Lenders entitled theretocorresponding Record Date. (b) Any The Loan Agent shall establish a segregated non-interest bearing account in the name of the Loan Agent for the benefit of the Lenders (the “Lender Account”) to which payments under made by the Borrowers for payment of Loans shall be deposited upon receipt for further payment to the Lenders. Amounts in the Lender Account shall remain uninvested. The Lender Account shall remain at all times with (a) the Loan Agent or a financial institution that is a federal or state-chartered depository institution that has (x) a short-term debt rating of at least “A-1” and a long-term debt rating of at least “A” by S&P (or a long-term debt rating of at least “A+” by S&P if such institution has no short-term debt rating) and (y) a short-term issuer default rating of at least “F1” and a long-term issuer default rating of at least “A” by Fitch, and is subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulation Section 9.10(b). If the Loan Agent’s or such institution’s rating fall below the ratings set forth in this Agreement Section 3.5(b), the Borrower shall take commercially reasonable efforts to move the assets held in such account to another institution that are made later than 2:00 p.m. satisfies such ratings within thirty (New York City time30) may be deemed to have been made days of notice or knowledge thereof. (c) For all U.S. federal tax reporting purposes, all income earned on the next succeeding Business Day in funds invested and allocable to the Administrative Agents sole discretion (orLender Account is legally and beneficially owned by the Borrower. The Borrower is required to provide to the Bank, in the case Bank’s capacity as Loan Agent (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the date hereof, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Swingline Loans Loan Agent as may be necessary (a) to reduce or eliminate the Additional Swingline Loans, at imposition of U.S. withholding taxes and (b) to permit the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment Loan Agent to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, fulfill its tax reporting obligations under applicable law with respect to payments the Lender Account or any amounts paid to the Borrower. To the extent relevant, the Borrower is further required to report to the Loan Agent comparable information upon any change in the legal or beneficial ownership of principalthe income allocable to the Lender Account. The Bank, interest both in its individual capacity and in its capacity as Loan Agent, shall have no liability to the Borrower or any other person in connection with any tax withholding amounts paid, or retained for payment, to a governmental authority from the Lender Account arising from the Borrower’s failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be payable during such extension at the applicable rate in effect immediately prior invested with respect to such extensionLender Account absent the Loan Agent having first received (x) instructions with respect to the investment of such funds, and (y) the forms and other documentation required by this clause (c).

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Borrowers (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerBorrowers), it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other -130- payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) To the extent funds are available pursuant to the Priority of Payments, all payments by the Borrower of principal and interest in respect of Secured Loans made pursuant hereto and all fees and all other amounts payable hereunder shall be made in Dollars. Except as otherwise specifically provided herein, unless otherwise directed in writing by the Loan Agent (at the direction of Lenders holding a Majority of the outstanding Secured Loans) to the Collateral Trustee, all payments under this Agreement shall be made by to (or at the Borrower, without set-off, counterclaim or deduction of any kind, to direction of) the Administrative Loan Agent for the ratable (based on their Applicable Outstanding Percentage) account of the Lenders entitled thereto in accordance with the wire transfer instructions set forth in Schedule 3 (oror the Assignment and Assumption Agreement, as applicable) (iwhich funds, if delivered to the Loan Agent, the Loan Agent shall promptly forward to such Lenders). Each Lender shall be paid interest accrued on the Secured Loans it holds for each day it holds such Secured Loans (based on the Loan Register) during an Interest Accrual Period on the related Payment Date (in the case of an assignment of Secured Loans between the Swingline Loans to the Swingline Lender and (ii) in the case applicable Payment Dates, regardless of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, whether or not later than 2:00 p.m. (New York City time), in each case, it holds such Secured Loan on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretionPayment Date). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day andDay. For the avoidance of doubt, all payments by the Borrower of principal and interest in respect of Secured Loans, or any other amounts owed to a Lender hereunder, payable on a Payment Date shall be made to the Lender of record identified in the Loan Register; provided that, if all or a portion of such Lxxxxx's Secured Loan has been assigned pursuant to Section 8.4(c) below since the first date of the corresponding Interest Accrual Period, the Loan Agent shall allocate payments in respect of such Secured Loan to the assignor of such Secured Loan and the assignee of such Secured Loan based on the actual number of days on which such assignor and assignee were registered, respectively, as the Lender in the Loan Register during such Interest Accrual Period. (b) The Loan Agent shall establish a segregated non-interest bearing account in the name of the Loan Agent for the benefit of the Lenders (the "Class A Loan Account") to which payments made by the Borrower for payment of Secured Loans shall be deposited upon receipt for further payment to the Lenders. Amounts in the Class A Loan Account shall remain uninvested. Notwithstanding the foregoing, to the extent that the entity serving as the Collateral Trustee and the Loan Agent are the same Person, payments to be made to the Secured Lenders hereunder may be made directly from the Collateral Trustee to the Secured Lenders and in such case (i) no Lender Account shall be required to be established and (ii) any such payments by the Collateral Trustee to the Secured Lenders shall be deemed to have been made by the Loan Agent for disbursement to the Secured Lenders for all purposes hereunder. (c) For all U.S. federal tax reporting purposes, all income earned on the funds invested and allocable to the Class A Loan Account is legally and beneficially owned by the Borrower. The Borrower is required to provide to the Bank, in the Bank’s capacity as Loan Agent (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the date hereof, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Loan Agent as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes and (b) to permit the Loan Agent to fulfill its tax reporting obligations under applicable law with respect to payments the Class A Loan Account or any amounts paid to the Borrower. To the extent relevant, the Borrower is further required to report to the Loan Agent comparable information upon any change in the legal or beneficial ownership of principalthe income allocable to the Class A Loan Account. The Bank, interest both in its individual capacity and in its capacity as Loan Agent, shall have no liability to the Borrower or any other person in connection with any tax withholding amounts paid, or retained for payment, to a governmental authority from the Class A Loan Account arising from the Borrower’s failure to timely provide an accurate, correct and complete IRS Form W 9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be payable during such extension at the applicable rate in effect immediately prior invested with respect to such extensionClass A Loan Account absent the Loan Agent having first received (x) instructions with respect to the investment of such funds, and (y) the forms and other documentation required by this clause (c).

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s 's Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s 's Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in entitled thereto or the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer Issuing Banks entitled thereto, as the case may be, not later than 2:00 1:00 p.m. (New York City Dallas, Texas time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City Dallas, Texas time) or, otherwise, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders or the Issuing Banks, as applicable, entitled thereto. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York City Dallas, Texas time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 1:00 P.M. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds in lawful money of the United States of America and in each case to the account specified therefor for Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s 's account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 1:00 P.M. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Agent in full on the same day (if payment was actually received by Agent prior to 1:00 P.M. (New York City time) on such day), Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to Agent until the date Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Borrower later than 2:00 p.m. 1:00 P.M. (New York City time) may shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurodollar Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day.

Method and Place of Payment. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically expressly provided herein, all payments under this Agreement by the Borrower hereunder shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of the respective Lenders (orto which such payment is owed, (i) at the applicable Administrative Agent’s Office in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, immediately available funds not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsherein. The Administrative Agent will thereafter cause promptly distribute to be distributed on the same day each Lender its pro rata share (if or other applicable share as provided herein) of such payment was actually in like funds as received by wire transfer to such Lender. All payments received by the Administrative Agent prior to after 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall in each case be deemed to have been made received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Administrative Agents sole discretion (orAgent, in prior to the case of date any payment is required to be made by it to the Swingline Loans Administrative Agent hereunder, that the Borrower or the Additional Swingline Loans, at the Swingline such Lender’s or Additional Swingline Lender’s, as the case may be, sole discretionwill not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the 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 the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the applicable Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 4.03(c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in Section 1.01, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to such Loan set forth in Section 6 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swingline Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Credit Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Credit Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders entitled thereto on a pro rata basis. (h) If any Lender shall fail to make any payment required to be made hereunder shall be stated by it pursuant to be due on a day that is not a Business DaySection 1.02(b), 1.03(c), 2.01(c), 4.03(c) or 14.06, then the due date thereof shall be extended Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during satisfy such extension at the applicable rate in effect immediately prior to Lender’s obligations under such extensionSections until all such unsatisfied obligations are fully paid.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerapplicable Credit Party, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) entitled thereto in the case of the Swingline Loans to payments under the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may beRevolving Facility, not later than 2:00 p.m. (New York City London time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office for the applicable currency or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such accountapplicable Credit Party. All repayments or prepayments of any Revolving Loans, Swingline Loans and Protective Advances (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Revolving Loans, Swingline Loans and Protective Advances are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in DollarsEuro. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City London time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees other amounts ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City London time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) With respect to any payments to be made by the French Borrower under this Agreement, the Administrative Agent shall specify the account to which such payments shall be made, it being noted that such account shall not be opened in a financial institution located in a Non-Cooperative Jurisdiction.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may bemay, be not later than 2:00 p.m. (New York City Toronto time), in each case, on the date when due and shall be made in immediately available funds Same Day Funds at the Administrative Agent’s 's Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Representative (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerRepresentative), it being understood that written or facsimile notice by the Borrower Representative to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers' account at the Administrative Agent’s 's Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City Toronto time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City Toronto time) may may, solely for purposes of calculating interest and fees, be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole Agent's reasonable discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole 's reasonable discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made in Dollars, in immediately available funds funds, at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loans are Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated and all other payments under each Credit Document shallor (iii) in the case of any indemnification or expense reimbursement payment, unless otherwise specified in such Credit Document, be made in Dollars, except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments by Borrower under this Agreement that are made later than 2:00 p.m. 12:00 Noon (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer Issuers entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) To the extent that funds are available pursuant to the Priority of Payments, all payments by the Co-Borrowers in respect of Secured Loans hereunder and all fees hereunder shall be made in Dollars. Except as otherwise specifically provided herein, unless otherwise directed in writing by the Loan Agent (acting at the written direction of 100% of the Lenders) to the Collateral Trustee, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Loan Agent for the ratable (based on their applicable Percentages) account of the Lenders entitled thereto (orwhich funds, (i) in the case of the Swingline Loans if delivered to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled theretoLoan Agent, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City timeLoan Agent shall promptly forward to such Lenders), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower account with the wire instructions specified in Schedule 1 (or, (i) or in the case of Assignment Agreement, as applicable). Each Lender may direct the Swingline Loans, at Loan Agent to direct the Co-Borrowers to make payments directly to such office Lender or as otherwise designated by such Lender; provided that the Swingline Co-Borrowers shall not be bound to make such payments directly to such Lender shall specify for such purpose by Notice to the Borrower and (ii) until directed in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice writing by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Loan Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable accrue during such extension at the applicable rate in effect immediately prior to such extension. For the avoidance of doubt, all payments by the Co-Borrowers of principal and interest in respect of Secured Loans, or any other amounts owed to a Lender hereunder, payable on a Payment Date shall be made to the Lender of record identified in the Loan Register; provided that if all or a portion of the Secured Loan has been assigned pursuant to Section 7.4(c) below since the first date of the corresponding Interest Accrual Period, the Loan Agent shall allocate payments in respect of such Secured Loan to the assignor of such Secured Loan and the assignee of such Secured Loan based on the actual number of days on which such assignor and assignee were registered, respectively, as the Lender in the Loan Register during such Interest Accrual Period.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer Issuers entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City Dallas, Texas time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), ; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City Dallas, Texas time) or, otherwise, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders or the Letter of Credit Issuer, as applicable, entitled thereto. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City Dallas, Texas time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Term Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Term Agent’s Office or at such other office as the Administrative Term Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), ; it being understood that written or facsimile notice by the Borrower to the Administrative Term Agent to make a payment from the funds in the Borrower’s account at the Administrative Term Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Term Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Term Agent prior to 2:00 p.m. (New York City time) or, otherwiseif payment was not actually so received by the Term Agent by such time, on the next Business Day) Day in the sole discretion of the Term Agent), like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may in respect of Loans shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in entitled thereto or the case of the Swingline Loans to Issuing Banks or the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 2.00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders or the Issuing Banks, as applicable, entitled thereto. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 2.00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.. Table of Contents

Method and Place of Payment. (a) To the extent that funds are available pursuant to the Priority of Payments, all payments by the Co-Borrowers in respect of Secured Loans hereunder and all fees hereunder shall be made in Dollars. Except as otherwise specifically provided herein, unless otherwise directed in writing by the Loan Agent (acting at the written direction of 100% of the Lenders) to the Collateral Trustee, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Loan Agent for the ratable (based on their applicable Percentages) account of the Lenders entitled thereto (orwhich funds, (i) in the case of the Swingline Loans if delivered to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled theretoLoan Agent, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City timeLoan Agent shall promptly forward to such Lenders), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower account with the wire instructions specified in Schedule 1 (or, (i) or in the case of Assignment Agreement, as applicable). Each Lender may direct the Swingline Loans, at Loan Agent to direct the Co-Borrowers to make payments directly to such office Lender or as otherwise designated by such Lender; provided that the Swingline Co-Borrowers shall not be bound to make such payments directly to such Lender shall specify for such purpose by Notice to the Borrower and (ii) until directed in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice writing by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Loan Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable accrue during such extension at the applicable rate in effect immediately prior to such extension.. For the avoidance of doubt, all payments by the Co-Borrowers of principal and interest in respect of Secured Loans, or any other amounts owed to a Lender hereunder, payable on a Payment Date shall be made to the Lender of record identified in the Loan Register; provided that if all or a portion of the Secured Loan has been assigned pursuant to Section 7.4(c) below since the first date of the corresponding Interest Accrual Period, the Loan Agent shall allocate payments in respect of such Secured Loan to the assignor of such Secured Loan and the assignee of such Secured Loan based on the actual number of days on which such assignor and assignee were registered, respectively, as the Lender in the Loan Register during such Interest Accrual Period. BUSINESS.31973028.4

Method and Place of Payment. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically expressly provided herein, all payments under this Agreement by the Borrower hereunder shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of the respective Lenders (orto which such payment is owed, (i) at the applicable Administrative Agent’s Office for payment and in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, Same Day Funds not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify specified herein. If, for such purpose by notice to any reason, the Borrower (oris prohibited by any Applicable Law from making any required payment hereunder in any Alternative Currency, (i) the Borrower shall make such payment in Dollars in the case Dollar Amount of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a applicable foreign currency payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsamount. The Administrative Agent will thereafter cause promptly distribute to be distributed on the same day each Lender its Pro Rata Share (if or other applicable share as provided herein) of such payment was actually in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent prior to after 2:00 p.m. (New York, New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall in each case be deemed to have been made received on the next succeeding Business Day in and any applicable interest or fee shall continue to accrue. (b) Unless the Borrower has notified the Administrative Agents sole discretion (orAgent, in prior to the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever date any payment is required to be made by it to the Administrative Agent hereunder shall be stated to be due on a day for the account of any Lender or an L/C Issuer hereunder, that is the Borrower will not a Business Daymake such payment, the due date thereof Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be extended so required to), in reliance thereon, make available a corresponding amount to such Lender or L/C Issuer. If and to the next succeeding Business extent that such payment was not in fact made to the Administrative Agent in Same Day andFunds, then such Lender or L/C Issuer shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or L/C Issuer in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (c) A notice of the Administrative Agent to any Lender or the Borrower with respect to payments of principal, interest any amount owing under this Section 5.3 shall be payable during such extension at the applicable rate in effect immediately prior to such extensionconclusive, absent manifest error.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made made, with respect to US Obligations, in US Dollars, with respect to UK Obligations, in Pounds Sterling or Euros, as applicable, and with respect to Canadian Obligations, in Canadian Dollars, in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Payment Office. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to during such extension. (b) Each US Credit Party shall, along with the Collateral Agent and certain financial institutions selected by US Company and approved by the Administrative Agent (the “Collection Banks”), enter into on or prior to the Effective Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion) and thereafter maintain separate Cash Management Control Agreements. Each US Credit Party shall instruct all Account Debtors of such US Credit Party, as the case may be, to remit all payments to the applicable “P.O. Boxes”, “Lockbox Addresses” or a sub-account of the Collection Account of the applicable Collection Bank with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Collection Account. All amounts received by any US Credit Party and any Collection Bank in respect of any Account, in addition to all other cash received from any other source, shall upon receipt be deposited into a Collection Account or directly into the Concentration Account. (c) All amounts held in all of the Collection Accounts, Disbursement Accounts, Designated Xxxxx Cash Accounts and Designated Payroll Accounts with respect to each US Credit Party shall be wired by the close of business on each Business Day into one or more concentration accounts with the Collateral Agent and/or one or more other institutions reasonably acceptable to the Administrative Agent (each, a “Concentration Account”) unless such amounts are otherwise required or permitted to be applied pursuant to Section 5.02; provided, however, so long as no Default and no Event of Default then exists, a balance of up to $10,000,000 in the aggregate may be maintained in all Disbursement Accounts, Designated Xxxxx Cash Accounts and Designated Payroll Accounts. Except as, and to the extent, provided in the proviso to the immediately preceding sentence, all of the Collection Accounts, Disbursement Accounts, Designated Xxxxx Cash Accounts and Designated Payroll Accounts shall be “zero” balance accounts. So long as no Event of Default or Compliance Period then exists, the US Credit Parties shall be permitted to transfer cash from the Concentration Accounts to the Disbursement Accounts, the Designated Xxxxx Cash Accounts and the Designated Payroll Accounts to be used for working capital and general corporate purposes, all subject to the requirements of this Section 5.03(c) and pursuant to procedures and arrangements to be determined by the Administrative Agent. If an Event of Default or Compliance Period exists, all collected amounts held in the Concentration Accounts shall be applied as provided in Section 5.03(d). (d) During the continuance of (i) a Compliance Period or an Event of Default, all collected amounts held in the Concentration Accounts and (ii) an Event of Default, all amounts or proceeds of Collateral otherwise directed to be applied in accordance with this Section 5.03(d) by the terms of any Security Document, shall, in each case, be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below): (i) first, to the payment (on a ratable basis) of any outstanding Expenses actually due and payable to the Administrative Agent and/or the Collateral Agent under any of the Credit Documents and to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Sections 2.01(i) and 2.04(d); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, to pay (on a ratable basis) all outstanding Expenses actually due and payable to each Issuing Lender under any of the Credit Documents and to repay all outstanding Unpaid US Drawings, Unpaid UK Drawings and Unpaid Canadian Drawings and all interest thereon; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Loans and all accrued and unpaid Fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the Credit Documents; (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full, to repay the outstanding principal of Revolving Loans (whether or not then due and payable) and the Qualified Swap Termination Value under Qualified Derivative Obligations (provided that the aggregate amount of Qualified Swap Termination Values paid pursuant to this clause (iv) shall not exceed the amount of the Reserves established for Qualified Swap Termination Values under clause (xi) of the definition of “Reserves”), ratably among (A) the Lenders holding such Revolving Loans and (B) the Qualified Derivative Counterparties holding any such Qualified Derivative Obligations, in proportion to the respective amounts described in this clause (iv) held by them; and (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Administrative Agent, the Collateral Agent, the Lenders and the other Secured Creditors, under any of the Credit Documents or otherwise (including, without limitation, the Swap Termination Value of any Qualified Derivative Obligations (to the extent not paid pursuant to clause (iv) above) and any Banking Products Obligations); provided that, notwithstanding the foregoing, any such money, amounts and proceeds received, recovered or applied by the Administrative Agent or the Collateral Agent from any US Credit Party or otherwise pursuant to the US Security Agreement, the US Pledge Agreement, the UK Share Charges or the Canadian Share Charge or any other Security Document securing all of the Obligations shall, within each of the foregoing sub-clauses (i) through (v), first be applied to the US Obligations of the Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders entitled to such payment within such sub-clause, and, thereafter, ratably, to the UK Obligations and Canadian Obligations of such Secured Creditors; and provided further that all such moneys, amounts and proceeds received, recovered or applied by the Collateral Agent or the Administrative Agent from any UK Credit Party or Canadian Credit Party or otherwise pursuant to the UK Debentures, the Canadian Security Agreement or any other Security Document securing only the UK Obligations and the Canadian Obligations shall be applied in accordance with the above sub-clauses (i) through (v), but solely to the extent such foregoing Obligations constitute UK Obligations or Canadian Obligations. (e) Each UK Subsidiary and each Canadian Subsidiary shall have entered into a cash management system in form and substance satisfactory to the Administrative Agent, including as required under clause 4 or 4.1, as applicable, and clause 12 of each of the UK Debentures and Section 3.11 of the Canadian Security Agreement. (f) Without limiting the provisions set forth in Section 13.15, the Administrative Agent shall maintain accounts on its books in the name of each Borrower (collectively, the “Credit Account”) in which each Borrower will be charged with all loans and advances made by the Lenders to the respective Borrower for the respective Borrower’s account, including the Loans, the Letter of Credit Outstandings, and the Fees, Expenses and any other Obligations relating thereto. Each Borrower will be credited, in accordance with this Section 5.03, with all amounts received by the Lenders from such Borrower or from others for its account, including, as set forth above, all amounts received by the Administrative Agent and applied to the Obligations. In no event shall prior recourse to any Accounts or other Collateral be a prerequisite to the Administrative Agent’s right to demand payment of any Obligation upon its maturity. Further, the Administrative Agent shall have no obligation whatsoever to perform in any respect any of the Borrowers’ or Guarantors’ contracts or obligations relating to the Accounts.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerapplicable Credit Party, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable rateable account of the Lenders (or, (i) entitled thereto in the case of the Swingline Loans to payments under the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may beRevolving Facility, not later than 2:00 p.m. (New York City London time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office for the applicable currency or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such accountapplicable Credit Party. All repayments or prepayments of any Revolving Loans, Swingline Loans and Protective Advances (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Revolving Loans, Swingline Loans and Protective Advances are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in DollarsEuro. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City London time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably other amounts rateably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City London time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) With respect to any payments to be made by the French Borrower under this Agreement, the Administrative Agent shall specify the account to which such payments shall be made, it being noted that such account shall not be opened in a financial institution located in a Non-Cooperative Jurisdiction.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments (other than in respect of Swingline Loans) under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable (based on its pro rata share) account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, Time) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Payment Office or at in: (x) Dollars, if such other office payment is made in respect of any obligation of the Borrowers under this Agreement except as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) otherwise provided in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower immediately succeeding clause (y); and (iiy) the appropriate Alternate Currency, if such payment is made in the case respect of Additional Swingline principal of or interest on Alternate Currency Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the a Borrower to the Administrative Agent to make a payment from the funds in the such Borrower’s account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 12:00 Noon (New York City timeTime) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. The Administrative Agent will promptly make available to each Lender its pro rata share (if any) of each payment so received by the Administrative Agent in the funds and currency so received. (b) Except as otherwise specifically provided herein, all payments in respect of Swingline Loans under this Agreement shall be made to the Swingline Lender for its own account, not later than 12:00 Noon (local time of each relevant Payment Office) on the date when due and shall be made in immediately available funds at its Payment Office in the applicable Approved Swingline Currency, if such payment is made in respect of principal of or interest on Swing Line Loans, it being understood that written notice by a Borrower to the Swingline Lender and the Administrative Agent to make a payment from the funds in such Borrower’s account at the Payment Office shall constitute the making of such payment to the extent of such funds held in such account. Any payments under this Section 3.03(b) which are made later than 12:00 Noon (local time of each such Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. 158 (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically expressly provided herein, all payments under this Agreement by the Borrowers hereunder shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of the respective Lenders (orto which such payment is owed, (i) at the applicable Administrative Agent’s Office for payment and in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, Same Day Funds not later than 2:00 p.m. (New York City time), in each case, on the date when due and specified herein. If, for any reason, any Borrower is prohibited by any Applicable Law from making any required payment hereunder in any Alternative Currency, the Borrowers shall be made make such payment in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) Dollars in the case Dollar Amount of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a applicable foreign currency payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsamount. The Administrative Agent will thereafter cause promptly distribute to be distributed on the same day each Lender its Pro Rata Share (if or other applicable share as provided herein) of such payment was actually in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent prior to (i) after 2:00 p.m. (New York City time) orYork, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time), in the case of payments in Dollars, or (ii) may after the Applicable Time in the case of payments in any Alternative Currency, shall in each case be deemed to have been made received on the next succeeding Business Day in and any applicable interest or fee shall continue to accrue. (b) Unless the Parent Borrower has notified the Administrative Agents sole discretion (orAgent, in prior to the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever date any payment is required to be made by it to the Administrative Agent hereunder shall be stated to be due on a day for the account of any Lender or an L/C Issuer hereunder, that is the Borrowers will not a Business Daymake such payment, the due date thereof Administrative Agent may assume that the Borrowers have timely made such payment and may (but shall not be extended so required to), in reliance thereon, make available a corresponding amount to such Lender or L/C Issuer. If and to the next succeeding Business extent that such payment was not in fact made to the Administrative Agent in Same Day andFunds, then such Lender or L/C Issuer shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or L/C Issuer in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (c) A notice of the Administrative Agent to any Lender or the Borrowers with respect to payments of principal, interest any amount owing under this Section 5.3 shall be payable during such extension at the applicable rate in effect immediately prior to such extensionconclusive, absent manifest error.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 noon (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account; provided that in connection with any prepayment resulting in the Termination Date, such payment shall instead be made by 5:00 p.m. (New York City time) on the Termination Date. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 12:00 noon (New York City time) or, as applicable, 5:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agents Agent’s sole discretion (orfor purposes of calculating interest thereon. Except as otherwise provided herein, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically expressly provided herein, all payments under this Agreement by the Borrowers hereunder shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of the respective Lenders (orto which such payment is owed, (i) at the applicable Administrative Agent’s Office for payment and in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, Same Day Funds not later than 2:00 p.m. (New York City time), in each case, on the date when due and specified herein. If, for any reason, any Borrower is prohibited by any Applicable Law from making any required payment hereunder in any Alternative Currency, the Borrowers shall be made make such payment in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) Dollars in the case Dollar Amount of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a applicable foreign currency payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsamount. The Administrative Agent will thereafter cause promptly distribute to be distributed on the same day each Lender its Pro Rata Share (if or other applicable share as provided herein) of such payment was actually in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent prior to (i) after 2:00 p.m. (New York City time) orYork, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time), in the case of payments in Dollars, or (ii) may after the Applicable Time in the case of payments in any Alternative Currency, shall in each case be deemed to have been made received on the next succeeding Business Day in and any applicable interest or fee shall continue to accrue. (b) Unless the Parent Borrower has notified the Administrative Agents sole discretion (orAgent, in prior to the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion). Whenever date any payment is required to be made by it to the Administrative Agent hereunder shall be stated to be due on a day for the account of any Lender or an L/C Issuer hereunder, that is the Borrowers will not a Business Daymake such payment, the due date thereof Administrative Agent may assume that the Borrowers have timely made such payment and may (but shall not be extended so required to), in reliance thereon, make available a corresponding amount to such Lender or L/C Issuer. If and to the next succeeding Business extent that such payment was not in fact made to the Administrative Agent in Same Day andFunds, then such Lender or L/C Issuer shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or L/C Issuer in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (c) A notice of the Administrative Agent to any Lender or the Borrowers with respect to payments of principal, interest any amount owing under this Section 5.3 shall be payable during such extension at the applicable rate in effect immediately prior to such extensionconclusive, absent manifest error.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in entitled thereto or the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit L/C Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)3:00 p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 3:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders of each applicable Class of Loans entitled thereto. (b) Any payments under this Agreement that are made later than 2:00 3:00 p.m. (New York City time) may shall be deemed to have been made on the next succeeding Business Day in the Administrative Agents sole discretion (or, in the case of the Swingline Loans or the Additional Swingline Loans, at the Swingline Lender’s or Additional Swingline Lender’s, as the case may be, sole discretion)Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.. 138