Common use of Method of Payment Clause in Contracts

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder and under the other Loan Documents shall be made, observed or performed, without setoff, deduction, or counterclaimcounterclaim (whether sounding in tort, contract or otherwise) or Tax. All amounts payable for the account of the Administrative Agent shall be paid in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Any payment received by All amounts payable for the Agent after such time shall be deemed to have been received account of any Lender under the Loan Documents shall, in the case of payments on account of principal of or interest on the following Business Day and any applicable interest Loans or fee shall continue fees, be made to accrue. Solely for purposes the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII and, in the case of determining all other payments, be made directly to such Lender at its address specified pursuant to Article XIII or at such other address as such Lender may designate by notice to the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionBorrower. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Borrower hereby authorizes the election of Administrative Agent and each Lender, if and to the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums extent any amount payable by the Borrower under the Loan DocumentsDocuments (whether payable to such Person or to any other Person that is the Administrative Agent or a Lender) is not otherwise paid when due, may be paid from to charge such amount against any or all of the proceeds accounts of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account with such Person or any other deposit of its Affiliates (whether maintained at a branch or office located within or without the United States), with the Borrower remaining liable for any deficiency. Any Lender charging an amount against an account of the Borrower maintained with shall provide notice thereof to the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose Borrower, within a reasonable time thereafter, which notice shall include a description in reasonable detail of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsaction.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or converted into. All payments of the Obligations hereunder shall be made, without condition or deduction for any counterclaim, defense, recoupment or setoff, deduction, or counterclaim, in immediately available funds by wire transfer to the Administrative Agent at (except as set forth in the next sentence) the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent Office specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon (local time) on the date when due and (except for payments on Swingline Loans and Alternate Currency Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders or except as otherwise specifically required hereunder) shall be applied ratably by the Administrative Agent among the Lenders. Any payment received All payments to be made by the Agent after such time Borrowers hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day and any applicable interest or fee shall continue to accrue. Solely date due in such funds as may then be customary for purposes the settlement of determining international transactions in such currency for the amount account of Loans available the Administrative Agent, at the Administrative Agent’s Office for borrowing purposessuch currency not later than the Applicable Time specified by the Administrative Agent, checks and cash or other immediately available funds from collections and, except for payments of items of payment and proceeds of any Collateral Alternate Currency Loans, shall be applied in whole or in part against ratably by the Obligations, on Administrative Agent among the day of receipt, subject to actual collectionLenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at at, (i) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such LenderLender and (ii) with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the funds received from the applicable Borrower, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender for such currency. (b) At Notwithstanding the election foregoing provisions of this Section, if, after the Agentmaking of any Advance in any currency other than Dollars, all payments currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of principal, interest, reimbursement obligations currency in connection with Facility LCs, fees, premiums, reimbursable expenses which the Advance was made (including, without limitation, all reimbursement the “Original Currency”) no longer exists or the relevant Borrower is not able to make payment to the Administrative Agent for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with Lenders in such Original Currency, then all payments to be made by the Agent. The Borrower hereby irrevocably authorizes Borrowers hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each date of repayment) of such payment due, it being the intention of principal, interest and fees as it becomes due hereunder the parties hereto that the Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. Except as set forth in the next sentence, all payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon (local timeLocal Time) on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders in accordance with their Pro Rata Shares. Any payment received All payments to be made by the Agent after such time a Borrower hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent at its Eurocurrency Payment Office for such currency, and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied ratably by the Administrative Agent among the Lenders in whole or accordance with their respective Pro Rata Shares (or, in part against the Obligationscase of any applicable Borrowing Subsidiary, on the day of receipt, subject to actual collectiontheir respective BSub Percentages). Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent. Each Borrower authorizes the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the such Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder JPMCB or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Multicurrency Advance, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the applicable Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that such Borrower take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentExcept as otherwise expressly provided herein, all payments of principal, interest, reimbursement obligations and other amounts to be made by the Borrower or any Obligated Party under the Loan Documents shall be made to the Agent at the Principal Office for the account of each applicable Bank's Applicable Lending Office in connection with Facility LCs, fees, premiums, reimbursable expenses (includingDollars and in immediately available funds, without limitationset-off, all reimbursement for fees deduction, or counterclaim, not later than 1:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). The Borrower and expenses pursuant each Obligated Party shall, at the time of making each such payment, specify to Section 9.6), and other the Agent the sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that the Borrower fails to so specify and such payment can not otherwise be identified as a payment required under subsection 5.4(b), or if an Event of Default has occurred and is continuing, the Agent may be paid from the apply such payment and any proceeds of Advances made hereunder whether made following a request by any Collateral to the Borrower Representative pursuant Obligations in such order and manner as it may elect in its sole discretion, subject to Section 2.1 or a deemed request as 5.6); provided in this Section 2.17 or may be deducted from the Funding Account or that any other deposit account voluntary prepayment of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes Term Loans under Section 5.4(a) made within ten (i10) the Agent Business Days prior to make an Advance for the purpose of paying each a scheduled payment of principal, interest and fees as it becomes due hereunder or any other amount due date under the Loan Documents and agrees that all such amounts charged shall constitute Term Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed a "payment" rather than a "prepayment" to have been requested pursuant the extent necessary to Section 2.1 and (ii) discharge the next due installment. Each payment received by the Agent to charge under any Loan Document for the Funding Account or any other deposit account of a Secured Party shall be paid to such Secured Party by 3:00 p.m. on the Borrower maintained with Chase date the payment is deemed made to the Agent in immediately available funds, for each the account of such Secured Party's Applicable Lending Office, if any. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of principal, interest and fees commitment fee, as it becomes due hereunder or the case may be, except for any other amount due under payment on a Libor Account, in which case if the Loan Documentsnext succeeding Business Day is in the next calendar month, then such payment shall be made on the next preceding Business Day.

Method of Payment. (a) Except for Loans that have been converted into Loans of another Agreed Currency as provided in the definition of “Eligible Currency,” each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made, and any such amount in respect of a Loan that has been converted as described above shall be paid in the currency into which such Loan has been converted. All payments of to be made by the Obligations Borrower hereunder in Dollars shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, Section 9.01 or at any other Domestic Lending Installation Office of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 11:00 a.m. (local Chicago time) on the date when due. All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency. All payments of Obligations hereunder shall (except (x) repayments of Swing Line Loans and shall Competitive Bid Loans, (y) Reimbursement Obligations for which the LC Issuers have not been fully indemnified by the Lenders or (z) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at (i) with respect to Base Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII Section 9.01 and (b) with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the funds received from the Borrower at the address of the Agent’s Eurocurrency Payment Office for such currency. Whenever any payment of principal of, or at interest on, Base Rate Loans or Absolute Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any Lending Installation specified payment of principal of, or interest on, Eurocurrency Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in a notice received another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each reference to the Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by the Agent from such LenderBorrower directly to the LC Issuers pursuant to Section 2.19.6. (b) At Notwithstanding the election foregoing provisions of this Section, if, after the making of any Loan in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Loan was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Agent for the account of the AgentLenders in such Original Currency, then all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant hereunder in such currency shall instead be made when due in Dollars in an amount equal to Section 2.1 or a deemed request the Dollar Amount (as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with date of repayment) of such payment due, it being the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account intention of the parties hereto that the Borrower maintained with Chase for each payment take all risks of principal, interest and fees as it becomes due hereunder the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 12:00 p.m. (local Chicago time) on the date when due and shall (except in the case of Reimbursement Obligations for which the applicable LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance JPMorgan for the purpose of paying each payment of principal, interest and fees the Obligations as it becomes due hereunder or any hereunder. Subject to the terms and conditions of Section 6.25, the Agent is also hereby authorized to charge each Collection Account into which Receivables collections and other amount due under proceeds of Collateral are deposited. Subject to the Loan Documents terms and agrees that all conditions of Section 6.25, the Agent shall apply such amounts charged on a daily basis to reduce outstanding Obligations. For purposes of computing interest, fees and the Available Aggregate Revolving Loan Commitment as of any date, (x) all amounts constituting immediately available goods funds shall constitute Loans be deemed received by the Agent on the Business Day on which such amounts are deposited into one of the aforementioned Collection Accounts maintained with JPMorgan or an Affiliate thereof, and (including Non-Ratable Loansy) all amounts not constituting immediately available good funds shall be deemed received by the Agent on the first Business Day following the Business Day on which such amounts are deposited into one of the aforementioned Collection Accounts maintained with JPMorgan or an Affiliate thereof. In the event any such amount is applied and the payment item evidencing such amount is subsequently dishonored, Swingline Loansreturned for insufficient funds, Overadvances required to be returned to the applicable Account Debtor, or required to be remitted to a Person other than the Agent or a Lender, the Obligations shall be increased by the amount originally applied in reduction thereof and Protective Advances) and that all such Advances interest shall be deemed to have accrued on such amount from the Business Day on which such amount was originally credited as a reduction of the Obligations through the Business Day on which such amount is repaid. The Borrower shall also be required to pay any fees that would have accrued during such period had such amount not been requested deemed paid during such period. Each reference to the Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each LC Issuer in the case of payments required to be made by the Borrower to such LC Issuer pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.19.6.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIII in immediately available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in a Foreign Currency, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the applicable Lenders. Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. . The Agent is hereby authorized to charge the account of each Borrower maintained with JPMorgan (bor its Affiliates) At the election of the Agent, all payments for each payment of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest Reimbursement Obligations and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of any Foreign Subsidiary Borrower for any payment of principal or any other amount due under interest on Loans made to the Loan Documents and agrees that all such amounts charged Company, or for fees incurred by the Company). Each reference to the Agent in this Section 2.12 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Company to the LC Issuer pursuant to Section 2.1 2.19.6. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Credit Event was made (iithe “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Agent to charge for the Funding Account or any other deposit account of the applicable Lenders or to the LC Issuer in such Original Currency, then all payments to be made by such Borrower maintained with Chase for each hereunder in such currency shall be made to the Agent or the LC Issuer in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment of principal, interest and fees as it becomes otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any currency other than Dollars, any Borrower is not able to make payment to the Agent for the account of the Lenders or to the LC Issuer in the type of currency in which such Credit Event was made because of the imposition of any such currency control or exchange regulation, then such Credit Event shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Credit Event, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations, and each Borrower agrees to indemnify and hold harmless the Agent, the LC Issuer and the Lenders from and against any loss resulting from any Credit Event made to or for the benefit of such Borrower denominated in a Foreign Currency that is not repaid to the Agent, the LC Issuer or the Lenders, as the case may be, in the Original Currency.

Method of Payment. (a) All payments (including prepayments) of principal, interest, commitment fees and other amounts payable hereunder by the Obligations hereunder shall Company shall, subject to Section 11.4, be made, made without setoff, deduction, setoff or counterclaim, counterclaim in immediately available funds to the Agent Administrative Agent, for the benefit of the Banks, at the Agent’s address specified pursuant to Article XIII, or XIII at any other Lending Installation of the Agent specified in writing by the Agent time up to the Borrower Representative12:00 noon, by noon (local New York City time) , on the date when due and shall be applied ratably by the Agent among the Lendersdue. Any payment amount received by the Agent after such time on any date shall be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining calculating interest thereon. If any payment hereunder shall be due on a day that is not a Business Day, the amount of Loans available date for borrowing purposespayment shall be extended to the next succeeding Business Day, checks and cash or other immediately available funds from collections of items of payment and proceeds and, in the case of any Collateral payment accruing interest, interest thereon shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent payable for the account period of any Lender such extension. All payments hereunder shall be delivered promptly by made in lawful money of the Agent to such Lender in the same type United States of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderAmerica. (b) At the election of the AgentExcept with respect to payments made to a Bank whose Commitment is terminated pursuant to Section 2.12, (A) all payments of principalprincipal of, interestand interest on, reimbursement obligations any Advance shall be made by the Administrative Agent to the Banks ratably among the Banks, in connection with Facility LCs, fees, premiums, reimbursable expenses proportion to the outstanding principal amount of their respective Loans constituting part of such Advance and (including, without limitation, B) all reimbursement for payments of commitment fees and expenses pursuant to Section 9.6), and other sums amounts payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make an Advance for the purpose of paying each payment Banks shall be made to the Banks ratably among the Banks, in proportion to the amounts thereof owing to them. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees as it becomes then due hereunder or any other amount due under the Loan Documents and agrees that hereunder, such funds shall be applied first, towards payment of all such amounts charged shall constitute Loans (including Non-Ratable Loans, Obligations in respect of Swingline Loans, Overadvances second, towards payment of interest and Protective Advancesfees then due in respect of Revolving Loans, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and third, towards payment of principal then due in respect of Revolving Loans, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) and that all such Advances If any Bank shall fail to make any payment required to be deemed to have been requested made by it pursuant to Section 2.1 and 2.14, 4.1 or 4.3(b), then the Administrative Agent may, in its discretion (ii) notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent to charge for the Funding Account or any other deposit account of such Bank to satisfy such Bank’s obligations under such Sections until all such unsatisfied obligations are fully paid, but any such application shall not affect the Borrower maintained with Chase for each payment discharge of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsCompany of its obligations in respect of which such amounts were received.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to euro, in euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at (except as set forth in the next sentence) the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by 12:00 noon (local timeLocal Time) on the date when due and shall (except with respect to repayments of Swing Line Loans, and except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received All payments to be made by the Agent after such time Borrower hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent, at its Eurocurrency Payment Office for such currency and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against ratably by the Obligations, on Administrative Agent among the day of receipt, subject to actual collectionLenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Administrative Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement ’s Eurocurrency Payment Office for fees and expenses pursuant such currency. The Administrative Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance BTMU for the purpose of paying each payment of principal, interest and fees the Obligations as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Administrative Agent in this Section 2.13 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuers in the case of payments required to be made by the Borrower to the LC Issuers pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.24.6.

Method of Payment. (ai) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by 12:00 noon (local timeLocal Time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender and (b) with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the funds received from the Borrower at the address of the Agent’s Eurocurrency Payment Office for such currency. (bii) At Notwithstanding the election foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Agent for the account of the AgentLenders in such Original Currency, then all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant hereunder in such currency shall instead be made when due in Dollars in an amount equal to Section 2.1 or a deemed request the Dollar Amount (as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with date of repayment) of such payment due, it being the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account intention of the parties hereto that the Borrower maintained with Chase for each payment take all risks of principal, interest and fees as it becomes due hereunder the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder required to be made pursuant to this Agreement shall be made, without setoff, deduction, or counterclaim, made in immediately available funds (i) with respect to the Commitment Fee, in United States dollars to the account in the continental United States designated by the Administrative Agent at the Agent’s address specified pursuant to Article XIIISection 2.3, or at any other Lending Installation of the Agent specified in writing by the Agent (ii) with respect to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed payments relating to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses principal, interest, any gross-up or any payments pursuant to Section 9.62.13 or 10.3), and other sums payable under in the lawful currency of the country in which the Loan Documentsis denominated, may be paid from to the proceeds of Advances made hereunder whether made following a request by Administrative Agent for the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained Banks at (A) the Domestic Funding Office, with respect to each Domestic Loan denominated in United States dollars, (B) the AgentEurodollar Funding Office, with respect to each Eurocurrency Loan which is denominated in United States dollars, (C) the Foreign Currency Funding Office, with respect to each Foreign Currency Loan denominated in a Foreign Currency or (D) in each case, at such other location as may be agreed upon by the Administrative Agent and the Company and (iii) with respect to any other payment due hereunder, in such currency and in such place or office as may be required hereunder or as may otherwise be agreed upon by the Administrative Agent and the Company. The Borrower hereby irrevocably authorizes (i) Administrative Agent shall distribute such payments to the Agent Banks promptly upon receipt in like funds as received. Whenever any payment of principal of, or interest on, any Domestic Loan or of the Commitment Fee shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to make an Advance for the purpose next succeeding Domestic Business Day and, in the case of paying each a payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances thereon shall be deemed payable for such extended time. Whenever any payment of principal of, or interest on, any Eurocurrency Loan which is denominated in United States dollars shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to have been requested pursuant the next succeeding Eurodollar Business Day, unless as a result thereof such date would fall in the next calendar month, in which case, such date shall be advanced to Section 2.1 and (ii) the Agent to charge next preceding Eurodollar Business Day, and, in the Funding Account or any other deposit account case of the Borrower maintained with Chase for each a payment of principal, interest and fees thereon shall be payable to the date of payment as it becomes extended or advanced as the case may be. Whenever any payment of principal of, or interest on, any Foreign Currency Loan shall be due hereunder on a day which is not a Foreign Currency Business Day, the date for payment thereof shall be extended to the next succeeding Foreign Currency Business Day, unless as a result thereof such date would fall in the next calendar month, in which case, such date shall be advanced to the next preceding Foreign Currency Business Day, and, in the case of a payment of principal, interest thereon shall be payable to the date of payment as extended or any other amount due under advanced as the Loan Documentscase may be.

Method of Payment. The Architect shall submit one (a1) All payments original and two (2) copies of each invoice for the Services no more frequently than once monthly, in arrears. After receipt of the Obligations hereunder invoice, the AOC will either approve the invoice for payment or give the Architect specific written reasons why part or all of the payment is being withheld and what remedial actions the Architect must take to receive the withheld amount. The AOC will make payment after receipt of the Architect's properly completed invoice. Invoices shall clearly indicate: The contract number; A unique sequential invoice number; The Architect's name and address; Taxpayer identification number; Description of the completed Services, including percentage complete of each Phase, and retention; Compensation previously invoiced, by Phase; and Preferred remittance address, if different from the mailing address. Invoices furnished by the Architect under this Agreement must be in a form acceptable to the AOC and must be submitted for approval to the AOC’s designated Project Manager. An authorized representative of the Architect shall sign each invoice. The AOC will endeavor to pay invoices within thirty (30) days after receipt of a correct, itemized invoice. In no event shall the AOC be liable for interest or late charges for any late payments. Payment shall be made, without setoff, deduction, or counterclaim, in immediately available funds made by the AOC to the Agent Architect at the Agent’s remit to address specified pursuant on the face of Architect’s invoice. The AOC may withhold full or partial payment to Article XIIIthe Architect in any instance in which the Architect has failed or refused to satisfy any material obligation provided for under this Agreement. Upon receipt and approval of Architect's invoices, or at any other Lending Installation the AOC agrees to make payment as follows: For Pre-Schematic/Study Phase. Monthly payment for the percentage of work completed less 10 percent retention; the final 10 percent will be paid within forty-five (45) days of receipt of a correct, itemized invoice for the retention submitted after the AOC’s Acceptance and approval of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderPre-Schematic/Study Phase. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 2.18 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIII in immediately available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. . The Agent is hereby authorized to charge the account of each Borrower maintained with JPMorgan (bor its Affiliates) At the election of the Agent, all payments for each payment of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest Reimbursement Obligations and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of any Foreign Subsidiary Borrower for any payment of principal or any other amount due under interest on Loans made to the Loan Documents and agrees that all such amounts charged Company, or for fees incurred by the Company). Each reference to the Agent in this Section 2.12 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Company to the LC Issuer pursuant to Section 2.1 2.19.6. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (iithe “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Agent to charge for the Funding Account or any other deposit account of the Lenders in such Original Currency, then all payments to be made by such Borrower maintained with Chase for each hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment of principal, interest and fees as it becomes otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (ai) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to ABR Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase JPMorgan for each payment of principal, interest and fees as it becomes due hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.19.6. (ii) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations. For purposes of this Section 2.13(ii), the commencement of the third stage of European Economic and Monetary Union shall not constitute the imposition of currency control or exchange regulations. (iii) If any other amount due under Advance is capable of being made in either the Loan DocumentsEuro or in a National Currency Unit, such Advance shall be made in the Euro.

Method of Payment. (ai) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Agent’s address specified pursuant to Article XIIIAdministrative Office, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) 1:00 p.m. New York time on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Any Each such payment received by the Agent after such time shall be deemed to have been received on made in Dollars. (ii) As provided elsewhere herein, all Lenders’ interests in the following Business Day Borrowings and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral Loan Documents shall be applied in whole or in part against ratable undivided interests and none of such Lenders’ interests shall have priority over the Obligations, on the day of receipt, subject to actual collectionothers. Each payment delivered to the Administrative Agent for the account of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be delivered paid promptly (on the same day as received by the Administrative Agent if received prior to 1:00 p.m. New York time, and otherwise on the next Business Day) by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Payments received by the election of Administrative Agent but not timely funded to the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums Lenders shall bear interest payable under by the Loan Documents, may be paid Administrative Agent at the Federal Funds Effective Rate from the proceeds of Advances made hereunder whether made following a request by date due until the Borrower Representative pursuant date paid. The Administrative Agent is hereby authorized to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from charge the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase Bank for each payment of principal, interest and fees as it becomes due hereunder hereunder. (iii) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.9, 2.20, 2A.5, 2A.6(b) or 10.8, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (A) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (B) hold any such amounts in a segregated account as cash collateral for, and application to, any such unsatisfied obligations of such Lender under any such Section or any other amount due under contingent reimbursement obligations of such Lender with respect to then outstanding Facility Letters of Credit until all such unsatisfied obligations are fully paid, in the Loan Documentscase of each of clauses (A) and (B) above, in any order as determined by the Administrative Agent in its discretion.

Method of Payment. (a) All payments of the Obligations principal, interest, fees, commissions, and other amounts payable hereunder shall be made, without setoff, deduction, deduction or counterclaim, counterclaim in immediately available funds to the Administrative Agent (a) at the Administrative Agent’s 's address specified pursuant to Article XIIIXV with respect to Advances or other Obligations denominated in Dollars and (b) at the Administrative Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon 1:00 p.m. (local New York time) on the date when due and shall be applied ratably by the Agent among the Lendersapplicable Lenders with respect to any principal and interest due in connection with Loans. Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower Company maintained with Chase BNS for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Company to any Issuing Bank pursuant to Article III. All payments to be made by the Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.20 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (local time) on the date on which such payment shall become due. Promptly, and in any event within two (2) Business Days after receipt, upon receipt of any payment of principal of the Alternate Currency Loans the applicable Alternate Currency Bank shall give written notice to the Administrative Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the "New Currency") are introduced and the type of currency in which the Advance was made (the "Original Currency") no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or the applicable Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments The Borrower shall make each payment under this Agreement and under any of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) Notes not later than 11:00 A.M. Chicago time on the date when due and shall be applied ratably by in lawful money of the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered United States to the Agent for the account of the applicable Lending Office of each applicable Lender (or, in the case of Swing Line Loans, for the account of the Swing Line Lender) in immediately available funds. The Agent will promptly thereafter cause to be distributed (1) the Applicable Pro Rata Share of such payments of principal and interest with respect to Loans (other than Swing Line Loans) in like funds to each Revolving Credit Lender or Term Loan Lender (as applicable) for the account of its applicable Lending Office, (2) such payments of principal and interest with respect to Swing Line Loans solely to the Swing Line Lender and (3) other fees payable to any Lender to be applied in accordance with the terms of this Agreement. If any such payment is not received by the applicable Lender on the Business Day on which the Agent received such payment (or the following Business Day if the Agent’s receipt thereof occurs after 2:00 P.M. (Chicago time)), such Lender shall be delivered promptly by entitled to receive from the Agent interest on such payment at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate (which interest payment shall not be an obligation for the Borrower’s account, including under Section 11.04 or Section 11.06). The Borrower hereby authorizes each Lender, if and to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII extent payment is not made when due under this Agreement or at under any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentNotes, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid charge from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant time to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or time against any other deposit account of the Borrower maintained with such Lender any amount as due. Whenever any payment to be made under this Agreement or under any of the Agent. The Borrower hereby irrevocably authorizes (i) Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the Agent to make an Advance for next succeeding Business Day, and such extension of time shall be included in the purpose computation of paying each the payment of principal, interest and fees the commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all case may be, except, in the case of a LIBOR Loan, if the result of such amounts charged shall constitute Loans (including Non-Ratable Loansextension would be to extend such payment into another calendar month, Swingline Loans, Overadvances and Protective Advances) and that all such Advances payment shall be deemed to have been requested pursuant to Section 2.1 and (ii) made on the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsimmediately preceding Business Day.

Method of Payment. (a1) All payments of the Obligations hereunder shall be made, TENANT must pay all rent timely and without setoffdemand, deduction, or counterclaimoffset, except as permitted by law or this lease. (2) Unless the parties agree otherwise, TENANT may not pay rent in cash and will pay all rent by check, (3) LANDLORD requires TENANT(s) to pay monthly rents by one check or draft. Third party checks are not permitted. (4) If TENANT fails to timely pay any amounts due under this lease or if any check of TENANT is not honored by the institution on which it was drawn, LANDLORD may require TENANT to pay such amount and any subsequent amount under this lease in certified funds. This paragraph does not limit LANDLORD from seeking other remedies under this lease for TENANT’S failure to make timely payments with good funds. (5) Payments sent through the mail are sent at the sole risk of the TENANT, and TENANT acknowledges that early mailing will be required for rent to be received on time. All signatories to this Lease are responsible jointly and individually for the faithful performance of this Lease. All payments made shall first be applied to any outstanding balances of any kind, including late charges and/or any additional charges under this Lease. All notices by TENANT to LANDLORD shall be sent to LANDLORD'S address above by certified mail. (6) TENANT understands, acknowledges and agrees that all rents due under the terms of this Lease are to be paid to Xxxxxxxxx Property Management, LLC, and no one else, including the property owners themselves. Xxxxxxxxx Property Management, LLC, is acting pursuant to express written authority granted by the property owners. Unless otherwise directed from Xxxxxxxxx Property Management, LLC, in immediately available funds writing, all rents must be paid to Xxxxxxxxx Property Management, LLC, as referenced above. In the Agent at event of a dispute between Xxxxxxxxx Property Management, LLC, and the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation owners of record of the Agent specified property, TENANT shall continue to remit rents to Xxxxxxxxx Property Management, LLC, unless directed otherwise in writing by the Agent Xxxxxxxxx Property Management, LLC. TENANT further understands, acknowledges and agrees that should he or she pay rents to the Borrower Representativeanyone other than Xxxxxxxxx Property Management, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesLLC, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the ObligationsTENANT does hereby grant that Xxxxxxxxx Property Management, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan DocumentsLLC, may proceed in filing an eviction for non-payment of rents, the cost of which will be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or TENANT and/or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentstheir Security Deposit.

Method of Payment. (a) All Except as otherwise expressly provided ----------------- herein, all payments of principal, interest, and other amounts to be made by the Obligations hereunder Borrower or any other Loan Party under the Loan Documents shall be mademade to the Administrative Agent at the Principal Office for the account of each Lender's Applicable Lending Office in Dollars and in immediately available funds, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) not later than 1:00 p.m. on the date when on which such payment shall become due and shall be applied ratably by the Agent among the Lenders. Any (each such payment received by the Agent made after such time shall on such due date to be deemed to have been received made on the following next succeeding Business Day and any applicable interest or fee shall continue to accrueDay). Solely for purposes The Borrower shall, at the time of determining the amount of Loans available for borrowing purposesmaking each such payment, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered specify to the Administrative Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that the Borrower fails to so specify, or if an Event of Default has occurred and is continuing, the Administrative Agent may apply such payment to the Obligations in such order and manner as it may elect in its sole discretion, subject to Section 5.6 hereof and ----------- provided that when applying any such amounts to any Loans, Loans subject to Base Rate Accounts shall be prepaid in full prior to any application to Loans subject to Libor Accounts) provided however, that, unless NationsBank expressly agrees -------- ------- to the contrary, such payment shall be applied first to any outstanding Swingline Advances until such advances are paid in full. Upon the occurrence and during the continuation of an Event of Default, all proceeds of any Collateral, all funds from time to time on deposit in any Concentration Account or any collection account referred to in Section 10.3 and all other funds of the ------------ Borrower or any Guarantor in the possession of the Administrative Agent or any Lender (subject to Section 5.7), may be paid from the proceeds of Advances made hereunder whether made following a request applied by the Borrower Representative pursuant Administrative Agent to ----------- the Obligations in such order and manner as the Administrative Agent may elect, subject to Section 2.1 or 5.4 provided however, that, unless NationsBank expressly ----------- -------- ------- agrees to the contrary, such proceeds and funds shall be applied first to any outstanding Swingline Advances until such advances are paid in full. Each payment received by the Administrative Agent under any Loan Document for the account of a Lender shall be paid to such Lender by 3:00 p.m. on the date the payment is deemed request as provided made to the Administrative Agent in this Section 2.17 or immediately available funds, for the account of such Lender's Applicable Lending Office. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be deducted from made on the Funding Account or any other deposit account next succeeding Business Day, and such extension of time shall in such case be included in the computation of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentscase may be.

Method of Payment. (a) All payments of the Obligations ----------------- hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII9, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local timetime at the Lending Installation) on the date when due due, and shall be applied ratably by the Administrative Agent among will promptly distribute to the Swing Line Lender, the LC Issuer and/or the Lenders. Any , as the case may be, their respective portions of each such payment received by the Administrative Agent after for the account of the Swing Line Lender, LC Issuer, or the Lenders, as the case may be; provided, however, that if on any date the Borrower shall pay less than the full amount of its Obligations owing to the Lenders on such time date, such payment shall be deemed distributed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Lenders ratably based upon the ratio that the aggregate amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections such Obligations owing to each such Lender on such date bears to the aggregate amount of items of payment and proceeds of any Collateral shall be applied in whole or in part against such Obligations owing to all the Obligations, Lenders on the day of receipt, subject to actual collectionsuch date. Each payment delivered to the Administrative Agent for the account of any Lender the Swing Line Lender, LC Issuer, or the Lenders, as the case may be, shall be delivered promptly by the Administrative Agent to such Lender Person in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII 9 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At Person. The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account respective accounts of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, Reimbursement Obligations, fees and fees other Obligations as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.4(f).

Method of Payment. (a. i) All payments On each Payment Date the Borrower shall make each payment hereunder and under the other Relevant Documents to the extent of the Obligations hereunder shall be madeAvailable Collections therefor, without setoff, deduction, irrespective of any right of counterclaim or counterclaimset-off, in immediately available funds U.S. dollars to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Facility Agent for the account of any Lender shall the Holders of each ACS Group Loan, by credit to the Loans Account in same day funds. The Facility Agent will promptly thereafter cause like funds to be delivered promptly distributed (i) if such payment by the Agent to such Lender Borrower is in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments respect of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for commitment fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit Obligation then payable hereunder and under the other Relevant Documents to more than one such Holder, to such Holders for the account of the Borrower maintained their respective Applicable Lending Offices ratably in accordance with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent amounts of such respective Obligations then payable to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 Holders and (ii) if such payment by the Agent Borrower is in respect of any Obligation then payable hereunder to charge one such Holder, to such Holder for the Funding Account or any other deposit account of its Applicable Lending Office, in each case to be applied in accordance with the Borrower maintained with Chase for each payment terms of principalthis Intercreditor Agreement and the other Related Documents. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.1 of the Credit Agreement, interest from and fees as it becomes due after the effective date of such Assignment and Assumption, the Facility Agent shall make all payments hereunder or any other amount due and under the Loan Documentsother Relevant Documents in respect of the interest assigned thereby to the assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Method of Payment. Except as otherwise specified herein, all payments by the Borrower of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency, Swingline Loans and Letters of Credit denominated in Foreign Currency, in the applicable Foreign Currency in which such Revolving Loans, Swingline Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency, reimbursements by the Borrower may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder hereunder, other than payments of principal of and interest on any Swingline Loan and any fee, commission or other amounts payable in respect of any such Swingline Loan, shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local Pacific time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time of any Issuing Lender’s fees or L/C Participants’ commissions shall be deemed to have been received on made in like manner, but for the following Business Day and any applicable interest account of such Issuing Lender or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesL/C Participants, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against as the Obligations, on the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such Lender’s address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all . All payments of principalprincipal of and interest on any Swingline Loan and any fee, interestcommission or other amounts payable in respect of any such Swingline Loan shall be made without setoff, reimbursement obligations deduction, or counterclaim, in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses immediately available funds to the applicable Swingline Lender at such Swingline Lender’s address specified pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following Article 13 or at any Lending Installation specified in a request notice received by the Borrower Representative pursuant from such Swingline Lender not later than the Applicable Time on the date that is at least two Business Days prior to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted the date when due. Each Swingline Lender shall promptly notify the Administrative Agent of receipt of any payments from the Funding Account or any other deposit account Borrower in respect of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All Except as otherwise specifically provided in this Agreement, all payments of the Obligations principal, interest and fees hereunder shall be made, made without setoff, deduction, deduction or counterclaim, counterclaim in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, XIII or at any other Lending Installation of the Administrative Agent within the United States specified in writing by the Administrative Agent to the Borrower Representative, Company (at least one Business Day prior to the applicable due date). All such payments shall be made by noon (local time) on the date when due and shall be applied (i) first, to any unpaid Reimbursement Obligations and interest thereon, ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining holders thereof in accordance with the amount of Loans available for borrowing purposesthereof held by each such holder, checks (ii) second, to any principal and cash or interest due in connection with Advances, ratably among the Banks in accordance with their respective Pro Rata Shares, and (iii) third, to any other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied Obligations that are then due, ratably among the Banks in whole or in part against the Obligations, on the day of receipt, subject to actual collectionaccordance with their respective Pro Rata Shares. Each payment delivered to the Administrative Agent for the account of any Lender Bank or the LC Issuer shall be delivered promptly by the Administrative Agent to such Lender Bank or the LC Issuer in the same type of funds that which the Administrative Agent received at its such Bank’s or the LC Issuer’s address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Bank. Any payment to be delivered by the Administrative Agent pursuant to the foregoing sentence shall be delivered (a) if the corresponding payment was received by the Administrative Agent by noon on a Business Day, on such Business Day, and (b) At otherwise, on the election Business Day immediately following the Administrative Agent’s receipt of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agentcorresponding payment. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Company for each payment of principal, Reimbursement Obligations and interest and fees as it becomes due hereunder or hereunder. Any payment made by the Company prior to a date when due shall be applied as the Company may determine; provided that, except as otherwise provided herein, any other amount due under such payment shall be applied ratably among the Loan DocumentsBanks in accordance with their respective Pro Rata Shares. Each reference to the Administrative Agent in this Section 2.4 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Company to the LC Issuer pursuant to Section 2.7.6.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest on such Advance shall be paid in the currency in which such Advance was made. All payments of the Obligations hereunder shall be made, made without setoff, deduction, or counterclaim, counterclaim in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon Immediately Available Funds not later than 1:00 P.M. (local Minneapolis time) on the date when due and shall be applied ratably by the to Agent among the Lendersat its main office in Minneapolis, Minnesota. Any payment Funds received by the Agent after such time shall be deemed to have been received on the following next Business Day. Except (i) with respect to repayments of Swingline Loans, (ii) in the case of Reimbursement Obligations for which an LC Issuer has not been fully indemnified by the Lenders, or (iii) as this Agreement otherwise specifically requires, Agent shall promptly distribute in like funds to each Lender its ratable share of each such payment of principal, interest and fees received by Agent for the account of the Lenders. Whenever any payment on the Obligations is stated to be due on a day that is not a Business Day, such payment is due on the next succeeding Business Day and any applicable interest or fee such extension of time, in the case of a payment of principal, shall continue to accrue. Solely for purposes of determining be included in the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds computation of any Collateral shall interest on such principal payment; provided that if such extension would cause payment of interest on or principal of a Eurocurrency Advance to be applied made in whole or in part against the Obligationsnext following calendar month, such payment is due on the day of receipt, subject to actual collectionimmediately preceding Business Day. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII this Agreement or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . Company and the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower Lenders hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the authorize Agent to charge the Funding Account or any other deposit account of the Borrower Company maintained with Chase U.S. Bank for each payment of principal, interest interest, Reimbursement Obligations, and fees as it becomes due. Each reference to Agent in this Section 2.23 also refers and applies equally to each LC Issuer in the case of payments Company owes to the LC Issuers under Section 2.13. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than U.S. Dollars, currency control or exchange regulations are imposed in the country that issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or Borrowers are not able to make payment to Agent for the account of the Lenders in such Original Currency, then all payments to be made by Borrowers in such currency shall instead be made when due hereunder in U.S. Dollars in an amount equal to the U.S. Dollar Amount (as of the date of repayment) of such payment due, it being the intention of Borrowers and the Lenders that Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s address specified pursuant to Article XIII13, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, shall be initiated by 12:00 noon (local time) on the date when due and shall (except (i) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (ii) with respect to repayments of Swing Line Loans, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (x) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (by) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the applicable Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement ’s Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the any Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder JPMorgan or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest interest, Reimbursement Obligations and fees due from such Borrower as it becomes due hereunder. Each reference to the Agent in this Section 2.14 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by any Borrower to the LC Issuer pursuant to Section 2.22(f). (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or a Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars, (ii) at the applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany and (iii) with respect to any payment due from or on behalf of the Subsidiary Borrower, at the Administrative Agent’s address in London, England, specified pursuant to Article XIV, in the case of the foregoing clauses (i) and (ii), by noon 1:00 p.m. (local timeLocal Time) or, in the case of the foregoing clause (iii), by 3:00 p.m. (Local Time), in each case, on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV, at the applicable Eurocurrency Payment Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account accounts of the Company and the Subsidiary Guarantors maintained with JPMCB or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder hereunder. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Company to the Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section 2.11, if, after the making of any Advance in any Agreed Currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency, with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any other Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be the Equivalent Amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars or payments made by a Foreign Subsidiary Borrower, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 1:00 p.m. (local Chicago time) or, with respect to payments covered by clause (ii), 1:00 p.m. local time in the city of the applicable Eurocurrency Payment Office on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . Any payment owing by a Borrower to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Lender shall be deemed to have been requested pursuant paid to Section 2.1 and (ii) such Lender by such Borrower upon the Administrative Agent’s receipt of such payment from such Borrower. Each Borrower authorizes the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase Xxxxx Fargo for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder; provided, that the Administrative Agent promptly notifies the Borrower thereof. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by a Borrower to any Issuing Bank pursuant to Article III. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments On each Payment Date the Borrower shall make each payment hereunder and under the other Relevant Documents to the extent of the Obligations hereunder shall be madeAvailable Collections therefor, without setoff, deduction, irrespective of any right of counterclaim or counterclaimset-off, in immediately available funds U.S. dollars to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Facility Agent for the account of any Lender shall the Holders of each ACS Group Loan, by credit to the Loans Account in same day funds. The Facility Agent will promptly thereafter cause like funds to be delivered promptly distributed (i) if such payment by the Agent Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Relevant Documents to more than one such Holder, to such Lender Holders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Holders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one such Holder, to such Holder for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Intercreditor Agreement and the other Related Documents. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the same type of funds that the Agent received at its address specified Register pursuant to Article XIII or at any Lending Installation specified Section 8.1 of the Credit Agreement, from and after the effective date of such Assignment and Assumption, the Facility Agent shall make all payments hereunder and under the other Relevant Documents in a notice received by respect of the Agent from interest assigned thereby to the assignee thereunder, and the parties to such LenderAssignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) At Each Holder of a Class E Security shall present such Class E Security to the election Administrative Agent for presentation no less than five (5) Business Days prior to each Payment Date. Upon such presentment such Holder shall designate to the Administrative Agent an account at a financial institution in New York, New York as to where payment in respect of such Class E Security shall be made. (c) All computations of interest based on the Eurodollar Rate and of fees shall be made by the Facility Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (d) All computations of interest based on the Base Rate and of fees shall be made by the Facility Agent on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day). Each determination by the Facility Agent of an interest rate or fee hereunder and under clause (c) above shall be conclusive and binding for all purposes, absent manifest error. (e) Whenever any payment hereunder or under the other Related Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Loans bearing interest at the Eurodollar Rate to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (f) Unless the Facility Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Holder hereunder that the Borrower will not make such payment in full, the Facility Agent may assume that the Borrower has made such payment in full to the Facility Agent on such date and the Facility Agent may, in reliance upon such assumption, cause to be distributed to each such Holder on such due date an amount equal to the amount then due to such Holder. If and to the extent the Borrower shall not have so made such payment in full to the Facility Agent, each such Holder shall repay to the Facility Agent forthwith on demand such amount distributed to such Holder together with interest thereon, for each day from the date such amount is distributed to such Holder until the date such Holder repays such amount to the Facility Agent, at the greater of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees Federal Funds Rate and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request rate determined by the Borrower Representative pursuant Facility Agent in accordance with banking industry practices on interbank compensation. (g) If the Facility Agent receives funds for application to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account ACS Group Loans of the Borrower maintained with and the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder Guarantor under or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account in respect of the Borrower maintained Related Documents under circumstances for which the Related Documents do not specify the Loans to which, or the manner in which, such funds are to be applied, the Facility Agent may, but shall not be obligated to, elect to distribute such funds to each of the Holders in accordance with Chase such Holder’s pro rata share of the sum of the aggregate principal amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Holder for each payment of principalapplication to such principal repayment installments thereof, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsFacility Agent shall direct.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local Central time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any Each payment received delivered to the Agent for the account of any Lender shall (except in the case of Reimbursement Obligations for which an LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. . If the Agent receives, for the account of a Lender, a payment from the Borrower and fails to remit such payment to such Lender on the Business Day such payment is received (bif received by 2:00 p.m. ( Central time) At by the election Agent) or on the next Business Day (if received after 2:00 p.m. (Central time) by the Agent), the Agent shall pay to such Lender interest on such payment at a rate per annum equal to the Federal Funds Effective Rate for each of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement first three days for fees which such payment is so delayed and expenses pursuant thereafter at the rate applicable to Section 9.6), and other sums payable under the Loan Documents, may be paid from relevant Loan. The Agent is hereby authorized to charge the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase Bank for each payment of principal, interest interest, Reimbursement Obligations and fees that the Borrower is obligated to pay as it such payment becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAgent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by the Borrower to the LC Issuers pursuant to Section 2.19.7.

Method of Payment. (aA) All payments of the Obligations principal, interest, and fees hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIIIXI, or at any other Lending Installation of the Agent address specified in writing by the Agent to the Borrower RepresentativeBorrower, or via wire transfer pursuant to wire transfer instructions provided by Agent from time to time, by 12:00 noon (local timeEastern Standard Time) on the date when due and shall due. Agent will promptly thereafter cause like funds to be applied ratably distributed (i) if such payment by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied Borrower is in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments respect of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for commitment fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit Obligation then payable hereunder and under the Notes to more than one Lender, to such Lender for its account of the Borrower maintained ratably in accordance with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent amounts of such respective Obligations then payable to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for its account, in each case to be applied in accordance with the terms of this Agreement; provided, however that the Administration Fee due to Agent (pursuant to Section 2.13 hereof) for the month immediately preceding such date will be netted out of such amounts and be maintained in or remitted to the Agent's Account by and for the benefit of the Agent. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.3 from and after the effective date of such Assignment and Acceptance, the Agent to charge shall make all payments hereunder and under the Funding Account or any other deposit account Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (B) Unless the Agent shall have received notice from the Borrower maintained prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may (but shall not be obligated to), in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each such Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with Chase interest thereon, for each payment of principalday from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, interest and fees as it becomes due hereunder or any other amount due under at the Loan DocumentsApplicable LIBOR Rate.

Method of Payment. (a) Each Loan shall be repaid, and each payment of interest thereon shall be paid, in the currency in which such Loan was made. All payments of the Obligations hereunder obligations under this Agreement and the other Credit Documents shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s its address specified pursuant to Article XIIISection 9.1, or at any other Lending Installation of the Agent address specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local timeCentral Time) on the date when due and shall (except as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionBanks. Each payment delivered to the Agent for the account of any Lender Bank shall be delivered promptly by the Agent to such Lender Bank in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by Section 9.1. The Agent is hereby authorized to charge the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance U.S. Bank for the purpose of paying each payment of principal, interest interest, and fees as it becomes due hereunder or any other amount due hereunder. (b) The Agent shall remit to each Bank its Pro-Rata Share of all payments of principal and interest under the Loan Documents and agrees Loans received by the Agent on the Business Day the Agent receives such payments; provided, however, that all if any such amounts charged payment is received by the Agent after 2:00 p.m., Central Time, on such Business Day, then the Agent shall constitute Loans (including Nonendeavor to remit to each Bank its Pro-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all Rata Share of such Advances payment on such Business Day but shall be deemed under no duty to have been requested pursuant do so. If the Agent fails to Section 2.1 and remit any such payment received after 2:00 p.m., Central Time, on any Business Day, the Agent shall remit to each Bank its Pro-Rata Share of such payment on the next following Business Day. (iic) All payments from the Agent to charge a Bank, and all payments from a Bank to the Funding Account Agent, in each case contemplated by this Agreement, shall be made by electronic funds transfer or by such other means and pursuant to such instructions as the Agent and such Bank may agree from time to time, any such agreement to be confirmed in writing at the request of the Agent or such Bank. (d) If the due date of any payment under this Agreement, the Notes or any other deposit account of the Borrower maintained with Chase other Credit Documents would otherwise fall on a day which is not a Business Day such payment date shall (unless otherwise expressly provided herein) be extended to the immediately succeeding Business Day and interest shall be payable for each payment any principal so extended for the period of principalsuch extension unless such succeeding Business Day falls in a new calendar month, in which case such interest and fees as it becomes due hereunder or any other amount due under principal shall be payable on the Loan Documentsimmediately preceding Business Day.

Method of Payment. (a) All payments of to be made by the Obligations hereunder Borrower shall be made, without setoff, deduction, or counterclaimmade on the date when due, in immediately available funds without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s address Office for payment and in Same Day Funds not later than 1:00 p.m. on the date specified pursuant herein. The Administrative Agent will promptly distribute to Article XIII, each Appropriate Lender its Pro Rata Share (or at other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Xxxxxx’s Lending Office; provided that the proceeds of any other Lending Installation borrowing of Revolving Loans to finance the Agent specified reimbursement of a drawn Letter of Credit as provided in writing Section 2.04(c) shall be remitted by the Administrative Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lendersapplicable Issuing Bank. Any payment All payments received by the Administrative Agent after such time 1:00 p.m. shall in each case be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining . (b) If any payment to be made by the amount of Loans available for borrowing purposesBorrower shall come due on a day other than a Business Day, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, made on the day next following Business Day, and such extension of receipttime shall be reflected in computing interest or fees, subject to actual collection. Each payment delivered as the case may be. (c) Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or any Issuing Bank, as applicable, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be delivered promptly so required to), in reliance thereon, make available a corresponding amount to such Lender or such Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or such Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or such Issuing Bank 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 such Issuing Bank, as applicable, 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. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Xxxxxx as provided in the same type foregoing provisions of this Article II, and such funds that are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received at its address specified from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit, and to make payments pursuant to Article XIII Section 9.07 are several and not joint. The failure of any Lender to make any Loan 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 at purchase its participation. (f) Nothing herein shall be deemed to obligate any Lending Installation specified Lender to obtain the funds for any Loan in any particular place or manner or to constitute a notice 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 from under this Agreement or any of the other Loan 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 Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Xxxxxx’s Pro Rata Share of such of the outstanding Loans or other Obligations then owing to such Lender. (bh) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses If any Lender shall fail to make any payment required to be made by it pursuant to Section 9.62.03(e), Section 2.04(e), Section 2.06, Section 2.15 or Section 9.07, then the Administrative Agent may, in its discretion and other sums payable under the Loan Documentsnotwithstanding any contrary provision hereof, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) apply any amounts thereafter received by the Administrative Agent to make an Advance for the purpose account of paying each payment such Lender for the benefit of principalthe Administrative Agent or the Issuing Banks, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that applicable, to satisfy such Lender’s obligations to such Persons until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts charged shall constitute Loans in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advancesi) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) above, in any order as determined by the Administrative Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsin its discretion.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars or payments made by a Foreign Subsidiary Borrower, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 1:00 p.m. (local Chicago time) or, with respect to payments covered by clause (ii), 1:00 p.m. local time in the city of the applicable Eurocurrency Payment Office on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . Any payment owing by a Borrower to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Lender shall be deemed to have been requested pursuant paid to Section 2.1 and (ii) such Lender by such Borrower upon the Administrative Agent’s receipt of such payment from such Borrower. Each Borrower authorizes the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with JPMorgan Chase for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder; provided, that the Administrative Agent promptly notifies the Borrower thereof. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by a Borrower to any Issuing Bank pursuant to Article III. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII13, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, shall be initiated by 12:00 noon (local time) on the date when due and shall (except (i) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (ii) with respect to repayments of Swing Line Loans, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (x) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (by) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance Bank One or any of its Affiliates for the purpose of paying each payment of principal, interest interest, Reimbursement Obligations and fees as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Agent in this Section 2.14 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.1 and 2.22(f). (iib) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent to charge for the Funding Account or any other deposit account of the Lenders in such Original Currency, then all payments to be made by the Borrower maintained with Chase for each hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of principal, interest and fees as it becomes due hereunder the parties hereto that the Borrower take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (ai) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.19.6. (ii) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations. For purposes of this Section 2.13(ii), the commencement of the third stage of European Economic and Monetary Union shall not constitute the imposition of currency control or exchange regulations. (iii) If any other amount due under Advance is capable of being made in either the Loan DocumentsEuro or in a National Currency Unit, such Advance shall be made in the Euro.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Notwithstanding the election of the Agentforegoing, all no payments of principal, interest, reimbursement obligations in connection with Facility LCsfees or other amounts delivered to the Administrative Agent for the account of any Defaulting Lender shall be delivered by the Administrative Agent to such Defaulting Lender. Instead, feessuch payments shall, premiumsfor so long as such Defaulting Lender shall be a Defaulting Lender, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6)be held by the Administrative Agent, and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Administrative Agent is hereby authorized and directed by the Borrower Representative pursuant all parties hereto to Section 2.1 or a deemed request hold such funds in escrow and apply such funds as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Administrative Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the Agent extent such Defaulting Lender fails to charge make such Credit Extensions. Notwithstanding the Funding Account or any other deposit account foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Administrative Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Administrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.4.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the Agentcase may be, to such Lender’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may be, specified in writing by the Agent to the Borrower RepresentativeDomestic Borrower, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Domestic Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the a Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the applicable Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Canadian Correspondent Lender, and/or the UK Correspondent Lender (ii) a Canadian Loan Party shall be made to the Canadian Correspondent Lender or the UK Correspondent Lender, and (iii) a UK Loan Party shall be made to the UK Correspondent Lender or the Canadian Correspondent Lender.

Method of Payment. (ai) Each Subsidiary Borrower Advance shall be ----------------- repaid and each payment of interest thereon shall be paid in the currency in which such Subsidiary Borrower Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Subsidiary Borrower Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeSubsidiary Borrower, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Subsidiary Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Subsidiary Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the Subsidiary Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder First Chicago or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. (ii) Notwithstanding the foregoing provisions of this Section, if, after the making of any Subsidiary Borrower Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Subsidiary Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Subsidiary Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Subsidiary Borrower take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by 11 a.m. (Chicago time) with respect to all Swingline Loans and by noon (local Chicago time) on the date when due and shall be applied ratably by the Agent among the LendersLenders except payments made on Swingline Loans, which shall be applied among the Lenders as provided in Section 2.1.3. Any payment received by the Agent or Swingline Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent or Swingline Lender for the account of any Lender shall be delivered promptly by the Agent or Swingline Lender to such Lender in the same type of funds that the Agent or Swingline Lender received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent or Swingline Lender from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 2.18 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans, Non-Ratable Loans, Swingline Loans, Overadvances Loans and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase Bank, N.A. for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the any Borrower maintained with the Agent. The Each Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Non- Ratable Loans, Swingline LoansLoans , Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the any Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments The Company will pay interest on the principal amount of the Obligations hereunder Debentures as provided above on each April 12 and October 12, commencing October 12, 2006 to the persons who are Holders (as reflected in the Security Register at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the Interest Payment Date), in each case, even if the Debenture is cancelled on registration of transfer or registration of exchange after such Record Date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Debenture to a Paying Agent on or after April 12, 2011. Not later than 10:00 a.m. (Toronto time) on each due date of any principal of or interest on the Debentures, the Company shall be made, without setoff, deduction, or counterclaim, deposit with the Paying Agent money in immediately available funds sufficient to pay such principal and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Debentures (whether such money has been paid to it by the Company or any other obligor on the Debentures including the Guarantor), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Debentures including the Guarantor) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Agent at Trustee and account for any funds disbursed, and the Agent’s address specified pursuant to Article XIII, or Trustee may at any other Lending Installation time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. So long as the Debentures are represented by one or more Global Debenture registered in the name of the Agent specified in writing Depository or its nominee, all interest payments on the Debentures shall be made by the Paying Agent to (if different from the Borrower Representative, Trustee) by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes wire transfer of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds in Canadian dollars to an account designated by the Depository. In the event any Debentures cease to be so represented by a Global Debenture, the Registrar (if different from collections the Trustee) shall furnish to the Trustee as of items each Record Date and at such other times as the Trustee may reasonably request the names and addresses of payment Holders as they appear in the Security Register, including the aggregate principal amount of Debentures held by each Holder, and proceeds the Trustee shall direct the Paying Agent to pay principal and interest by wire transfer to each Holder or by cheque sent by mail to such Holder’s registered address (as reflected in the Security Register). If the Company or any Subsidiary of the Company or any Affiliate of any Collateral of them acts as Paying Agent, it will, on or before each due date of any principal of or interest on the Debentures, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal or interest so becoming due until such sum of money shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent paid to such Lender in the same type Holders or otherwise disposed of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 Indenture, and will promptly notify the Trustee of its action or may failure to act. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be deducted made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Funding Account or any other deposit account Maturity Date to the date of such payment on the next succeeding Business Day. The Debentures are not intended to be sold to Persons who are not Canadian residents within the meaning of the Borrower maintained Income Tax Act (Canada). Any withholding taxes required under applicable laws with respect to payments to Holders who are non-residents of Canada (as defined in the Agent. The Borrower hereby irrevocably authorizes Income Tax Act (iCanada)) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed withheld by the Company and remitted to have been requested pursuant the applicable taxing authority without any gross-up or additional amount paid to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentssuch non-resident Holders.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.15(E)), in immediately available funds to the Agent (i) at the Agent’s 's address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that which the Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Borrower authorizes the election of Agent to charge the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase First Chicago for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to Article III. All payments to be made by the Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or any other amount due under branch from which the Loan Documentswas made pursuant to Section 2.21 and the applicable Alternate Currency Addenda not later than 3:00 p.m. (local time) on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Alternate Currency Loans the Alternate Currency Bank shall give written notice to the Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the "New Currency") are introduced and the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIII in immediately available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lendersrelevant Lenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the following next Business Day and any applicable interest Day. Each Advance shall be repaid or fee shall continue to accrue. Solely for purposes of determining prepaid in the Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the applicable Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase JPMorgan for each payment of principal, interest and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of any Non-U.S. Subsidiary Borrower for any payment of principal or interest on Loans made to any other Borrower, or for fees incurred by any other Borrower). Any payment by any Borrower to the Agent for the account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge such Borrower’s obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by any Borrower to the LC Issuer pursuant to Section 2.23. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) Except for Loans that have been converted into Loans of another Agreed Currency as provided in the definition of “Eligible Currency,” each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made, and any such amount in respect of a Loan that has been converted as described above shall be paid in the currency into which such Loan has been converted. All payments of to be made by the Obligations Borrowers hereunder in Dollars shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, Section 9.01 or at any other Domestic Lending Installation Office of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by noon 11:00 a.m. (local Chicago time) on the date when due. All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency. All payments of Obligations hereunder shall (except (x) repayments of Swing Line Loans and shall Competitive Bid Loans, (y) Reimbursement Obligations for which the LC Issuers have not been fully indemnified by the Lenders or (z) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at (i) with respect to Base Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII Section 9.01 and (b) with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the funds received from the applicable Borrower at the address of the Agent’s Eurocurrency Payment Office for such currency. Whenever any payment of principal of, or at interest on, Base Rate Loans or Absolute Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any Lending Installation specified payment of principal of, or interest on, Eurocurrency Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in a notice received another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each reference to the Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by the Agent from such Lenderapplicable Borrower directly to the LC Issuers pursuant to Section 2.19.6. (b) At Notwithstanding the election foregoing provisions of this Section, if, after the Agentmaking of any Loan in any currency other than Dollars, all payments currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of principal, interest, reimbursement obligations currency in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under which the Loan Documents, may be paid from was made (the proceeds of Advances made hereunder whether made following a request by “Original Currency”) no longer exists or the applicable Borrower Representative pursuant is not able to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from make payment to the Funding Account or any other deposit Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower maintained with hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Agent. The Borrower hereby irrevocably authorizes Dollar Amount (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the date of repayment) of such payment due, it being the intention of the parties hereto that such Borrower maintained with Chase for each payment take all risks of principal, interest and fees as it becomes due hereunder the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments sums payable by the Issuer to the Principal Paying Agent under this deed shall be paid by the relevant Currency Swap Provider on behalf of the Obligations hereunder Issuer in the Relevant Class A Currency to the account or accounts specified in clause 19. 1. Those sums shall be madeheld in the relevant account for payment to the Class A Offered Noteholders and, without setoff, deductionfailing that payment within the designated periods of prescription specified in Condition 6, or counterclaimupon the bankruptcy, insolvency, winding up or liquidation of the Principal Paying Agent or default being made by the Principal Paying Agent in immediately available funds the payment of any amounts in respect of principal or interest in accordance with this deed, on account for repayment to the Agent at Issuer (subject to clause 20). On repayment in accordance with clause 20 to the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation Issuer all liabilities of the Principal Paying Agent specified in writing by the Agent with respect to the Borrower Representative, by noon (local time) on the date when due and those moneys shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lendercease. (b) At Subject to the election terms of this deed, the Agent, all payments Principal Paying Agent shall be entitled to deal with moneys paid to it under this deed in the same manner as other moneys paid to it as a banker by its customers. The Principal Paying Agent shall be entitled to retain for its own account any interest earned on the sums from time to time credited to the separate account referred to in clause 19.9(b) and it need not segregate such sums from other amounts held by it. (c) No Paying Agent may exercise any right of principal, interest, reimbursement obligations set-off or combination of accounts in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant respect of any money payable to Section 9.6), and other sums payable or by it under the Loan Documents, may be paid from the proceeds terms of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsdeed.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at or Singapore Correspondent Lender, as the Agent’s case may be, to such Lender's address specified pursuant to Article XIII, or at any other Lending Installation of the Applicable Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative Company pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower Borrowers hereby irrevocably authorizes authorize (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the Borrower Borrowers maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent or the Singapore Correspondent Lender, and (ii) a Singapore Loan Party shall be made to the Singapore Correspondent Lender.

Method of Payment. (a) All payments Subject to the terms and conditions of the Obligations hereunder Indenture, and except as otherwise provided in the Indenture, the Issuers or the Purchase Party, with respect to the Purchase Price only, will make payments in respect of Redemption Prices, Purchase Prices, Change in Control Purchase Prices and at maturity of this Security to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities. In addition, the Issuers will pay Contingent Cash Interest, if any. The Issuers or the Purchase Party will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Issuers or the Purchase Party may make such cash payments by check payable in such money if the Security is not registered in the name of Cede & Co. or a nominee thereof. If the Security is registered in the name of Cede & Co. or a nominee thereof, the Issuers or the Purchase Party may make such cash payments by wire transfer. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day.” 2.4 The second paragraph of Section 7 of Exhibit A-1 to the Indenture is hereby amended and restated in its entirety to read as follows: “The Purchase Price shall be made, without setoff, deduction, or counterclaim, paid in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due cash and shall be applied ratably paid by the Agent Issuer or a Purchase Party, if a Purchase Party has been so designated by the Issuers, in accordance with the terms of the Indenture.” 2.5 The first paragraph of Section 4 of Exhibit A-1 to the Indenture is hereby amended and restated in its entirety to read as follows: “The Company initially issued the Securities under an Indenture dated as of February 7, 2001, between the Company and the Trustee as amended by the First Supplemental Indenture, dated as of February 13, 2004, among the LendersIssuers and the Trustee, the Second Supplemental Indenture, dated as of November 4, 2004, among the Issuers and the Trustee, the Third Supplemental Indenture, dated as of November 30, 2004, among the Issuers and the Trustee, the Fourth Supplemental Indenture, dated as of July 10, 2008, among the Issuers and the Trustee and the Amended and Restated Fifth Supplemental Indenture, dated the date hereof, among the Issuers and the Trustee (as so amended, the “Indenture”). Any payment received The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Agent after such Trust Indenture Act of 1939, as in effect from time shall be deemed to time (the “TIA”). Capitalized terms used herein and not defined herein have been received on the following Business Day and any applicable interest or fee shall continue to accruemeanings ascribed thereto in the Indenture. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, The Securities are subject to actual collection. Each payment delivered all such terms, and Securityholders are referred to the Agent Indenture and the TIA for the account a statement of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lenderthose terms. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.”

Method of Payment. (a) All payments of the Obligations hereunder ----------------- shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s 's address specified pursuant to Article XIIIXIII in immediately ------------ available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the following next Business Day and any applicable interest Day. Each Advance shall be repaid or fee shall continue to accrue. Solely for purposes of determining prepaid in the Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII ------------ or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the applicable Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of the Non-U.S. Subsidiary Borrower for any payment of principal or interest on Loans made to the Borrower, or for fees incurred by the Borrower). Any payment by either Borrower to the Agent for the account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge such Borrower's obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall ------------ apply equally, to the LC Issuer, in the case of payments required to be made by either Borrower to the LC Issuer pursuant to Section 2.23. ------------ Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or the applicable Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, either Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent'’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Notwithstanding the election of the Agentforegoing, all no payments of principal, interest, reimbursement obligations in connection with Facility LCsfees or other amounts delivered to the Administrative Agent for the account of any Defaulting Lender shall be delivered by the Administrative Agent to such Defaulting Lender. Instead, feessuch payments shall, premiumsfor so long as such Defaulting Lender shall be a Defaulting Lender, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6)be held by the Administrative Agent, and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Administrative Agent is hereby authorized and directed by the Borrower Representative pursuant all parties hereto to Section 2.1 or a deemed request hold such funds in escrow and apply such funds as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Administrative Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the Agent extent such Defaulting Lender fails to charge make such Credit Extensions. Notwithstanding the Funding Account or any other deposit account foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Administrative Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Administrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon 1:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV, at the applicable Eurocurrency Payment Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election . Each of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees Company and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from Domestic Subsidiary Borrowers authorizes the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account accounts of the such Borrower maintained with Chase Bank One for each payment of principal, interest and fees interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder. In addition, each Foreign Subsidiary Borrower authorizes the Administrative Agent to charge any account of such Foreign Subsidiary Borrower maintained with Bank One for each payment of principal, interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder (it being understood and agreed that no account of any Foreign Subsidiary Borrower shall be charged for any amount owing in respect of Obligations incurred solely by or on behalf of the Company or any Domestic Subsidiary Borrower unless such Foreign Subsidiary Borrower shall be jointly and severally liable for the Obligations of all Borrowers at such time pursuant to Section 1.4). Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Company to the Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section 2.11, if, after the making of any Advance in any Agreed Currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency, with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be the Equivalent Amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon 1:00 p.m. (local New York time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV, at the applicable Eurocurrency Payment Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account accounts of the Company and the Subsidiary Guarantors maintained with JPMCB or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder. In addition, the Subsidiary Borrower authorizes the Administrative Agent to charge any account of the Subsidiary Borrower maintained with JPMCB or any of its Affiliates for each payment of principal, interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder (it being understood and agreed that no account of the Subsidiary Borrower shall be charged for any amount owing in respect of Obligations incurred solely by or on behalf of the Company unless the Subsidiary Borrower shall be jointly and severally liable for the Obligations of the Company at such time pursuant to Section 1.4). Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Company to the Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section 2.11, if, after the making of any Advance in any Agreed Currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency, with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any other Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be the Equivalent Amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 2.18 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Xxxxx for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (ai) Except as set forth in Section 2.11, each Euro-Canadian Advance shall be repaid and each payment of interest thereon shall be paid in Canadian Dollars. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, Reimbursement Obligations and Commitment Fees, LC Fees, and other fees as it becomes due hereunder hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.21.6. Prior to the occurrence of a Default or any other amount due under the Loan Documentsan Unmatured Default, payments designated as payments on Tranche A Loans shall be distributed to each Tranche A Lender in its Pro Rata Tranche A Share and payments designated as payments on Tranche B Loans shall be distributed to Tranche B Lender.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local Chicago time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any If the Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable hereunder to the Agent or any Lender, then the sum payable hereunder shall be increased so that, after making all required deductions, the Agent or such Lender receives an amount equal to the sum it would have received had no such deduction been made, and the Borrower shall indemnify the Agent and such Lender for taxes, assessments and governmental charges imposed by any jurisdiction on account of amounts paid or payable pursuant to this sentence. Within 30 days after the date of any payment received of any such amount withheld by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds Borrower in respect of any Collateral payment to the Agent or any Lender, the Borrower shall be applied in whole furnish to the Agent or in part against such Lender the Obligations, on the day original or certified copy of receipt, subject to actual collectiona receipt evidencing payment thereof. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of which is designated by the Borrower maintained with Chase First Chicago for each payment of principal, interest and fees as it becomes due hereunder hereunder; provided, that after a Default has occurred and is continuing or after the occurrence of a Change in Control, the Agent may so charge any other amount due under account of the Loan DocumentsBorrower without such designation. So long as (a) no Default shall have occurred and be continuing or (b) no Change in Control has occurred, the Borrower may designate how each payment is to be applied.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender.the (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) First, if applicable to any payments due from such Defaulting Lender to the Administrative Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the Agent extent such Defaulting Lender fails to charge make such Credit Extensions. Notwithstanding the Funding Account or any other deposit account foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Administrative Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Administrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.4.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaim, in Dollars in immediately available funds to the Agent at the Agent’s address 's Payment Office applicable to Dollars as specified pursuant to Article XIIISchedule 2.5 in respect of Advances in Dollars (or, in the ------------ case of payments of principal of and interest on Advances denominated in Alternative Currencies, in the Alternative Currency borrowed, at the Agent's Payment Office applicable to Advances of each such Alternative Currency, as specified in Schedule 2.5), or at any other Lending Installation or Payment ------------ Office of the Agent specified in writing by the Agent Agent, to the Borrower Representative, by noon (local Chicago time) on the date when due and and, except as otherwise specified herein, shall be applied ratably by the Agent among the applicable Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of like funds that the Agent received and currency, at its address Payment Office for Advances in Dollars or Alternative Currencies as specified pursuant to Article XIII in Schedule 2.5 or at any other Lending Installation or Payment ------------ Office specified in a notice received by the Agent from such Lender. . Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such currency (bthe "New Currency") At are introduced and the election type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrower is not able to make payment to the Agent for the account of the AgentLenders in such Original Currency, then all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant hereunder or under the Notes in such currency shall be made in such amount and such type of the New Currency as shall be equivalent to Section 2.1 the amount of such payment otherwise due hereunder or under the Notes in the Original Currency, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a deemed request principal amount equal to the Dollar Amount (as provided in this Section 2.17 or may be deducted from of the Funding Account or any other deposit date of repayment) of such Advance. The Agent is hereby authorized to charge the account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase First Chicago for each payment of principal, interest and fees payable in Dollars as it becomes due hereunder. (b) All payments of principal of and interest on any Advance hereunder shall be made by the Borrower in the currency borrowed (the "Specified --------- Currency") and payment of all other Obligations hereunder will be paid by the -------- Borrower in Dollars in the manner and at the address (the "Specified Place") --------------- specified in Section 2.12(a). Payment of the Obligations shall not be --------------- discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transferred to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the "Judgment Currency"), the rate of ----------------- exchange which shall be applied shall be that at which in accordance with normal banking procedures the Agent could purchase the Judgment Currency with that amount of the Specified Currency on the Business Day next preceding that on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Agent or any Lender hereunder (an "Entitled -------- Person") shall, notwithstanding the rate of exchange actually applied in ------ rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder or any other amount due under the Loan DocumentsNotes in the Judgment Currency, such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Judgment Currency so adjudged to be due; and the Borrower hereby, as a separate Obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Entitled Person in the Specified Currency and the amount of the Specified Currency so purchased and transferred.

Method of Payment. Except as otherwise specified herein, all payments by the Borrower of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency, Swingline Loans and Letters of Credit denominated in Foreign Currency, in the applicable Foreign Currency in which such Revolving Loans, Swingline Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency, reimbursements by the Borrower may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder hereunder, other than payments of principal of and interest on any Swingline Loan and any fee, commission or other amounts payable in respect of any such Swingline Loan, shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local Pacific time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time of any Issuing Lender’s fees or L/C Participants’ commissions shall be deemed to have been received on made in like manner, but for the following Business Day and any applicable interest account of such Issuing Lender or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposesL/C Participants, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against as the Obligations, on the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such Xxxxxx’s address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all . All payments of principalprincipal of and interest on any Swingline Loan and any fee, interestcommission or other amounts payable in respect of any such Swingline Loan shall be made without setoff, reimbursement obligations deduction, or counterclaim, in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses immediately available funds to the applicable Swingline Lender at such Swingline Lender’s address specified pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following Article 13 or at any Lending Installation specified in a request notice received by the Borrower Representative pursuant from such Swingline Lender not later than the Applicable Time on the date that is at least two Business Days prior to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted the date when due. Each Swingline Lender shall promptly notify the Administrative Agent of receipt of any payments from the Funding Account or any other deposit account Borrower in respect of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be mademade on the date when due, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII9, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, not later than 2:00 p.m. (Chicago time) or, if the Borrower Representativehas given to the Administrative Agent not later than 1:00 p.m. (Chicago time) irrevocable written notice that such payment is being made on such day, by noon then such payment shall be made to the Administrative Agent not later than 3:30 p.m. (local Chicago time) on such day. The Administrative Agent will promptly distribute to the date when due and shall be applied ratably by Swing Line Lender, the Agent among LC Issuer and/or the Lenders. Any , as the case may be, their respective portions of each such payment received by the Administrative Agent after for the account of the Swing Line Lender, LC Issuer, or the Lenders, as the case may be; provided, however, that if on any date the Borrower shall pay less than the full amount of its Obligations owing to the Lenders on such time date, such payment shall be deemed distributed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Lenders ratably based upon the ratio that the aggregate amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections such Obligations owing to each such Lender on such date bears to the aggregate amount of items of payment and proceeds of any Collateral shall be applied in whole or in part against such Obligations owing to all the Obligations, Lenders on the day of receipt, subject to actual collectionsuch date. Each payment delivered to the Administrative Agent for the account of any Lender the Swing Line Lender, LC Issuer, or the Lenders, as the case may be, shall be delivered promptly by the Administrative Agent to such Lender Person in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII 9 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At Person. The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account respective accounts of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, Reimbursement Obligations, fees and fees other Obligations as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.4(f).

Method of Payment. (a) All payments of the Obligations hereunder ----------------- shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent (i) at the Agent’s 's address specified pursuant to Article XIIIXIII in immediately ------------ available funds with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office in immediately available funds with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall be applied ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the express terms hereof). Any payment received by the Agent after such time shall be deemed to have been received on the following next Business Day and any applicable interest Day. Each Advance shall be repaid or fee shall continue to accrue. Solely for purposes of determining prepaid in the Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch Agreed Currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any ------------ Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the applicable Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder (it being understood and agreed that the Agent shall not charge the account of the Non-U.S. Subsidiary Borrower for any payment of principal or interest on Loans made to the Borrower, or for fees incurred by the Borrower). Any payment by either Borrower to the Agent for the account of the Lenders in accordance with the terms hereof shall, to the extent of such payment, discharge such Borrower's obligation to make such payment to the Lenders. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall ------------ apply equally, to the LC Issuer, in the case of payments required to be made by either Borrower to the LC Issuer pursuant to Section 2.23. ------------ Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such Agreed Currency (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or the applicable Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due under hereunder in the Loan DocumentsOriginal Currency, it being the intention of the parties hereto that the applicable Borrower take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, either Borrower is not able to make payment to the Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent’s applicable Eurocurrency/RFR Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars or payments made by a Foreign Subsidiary Borrower, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 1:00 p.m. (local Chicago time) or, with respect to payments covered by clause (ii), 1:00 p.m. local time in the city of the applicable Eurocurrency/RFR Payment Office on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . Any payment owing by a Borrower to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances Lender shall be deemed to have been requested pursuant paid to Section 2.1 and (ii) such Lender by such Borrower upon Exhibit 10.1 the Administrative Agent’s receipt of such payment from such Borrower. Each Borrower authorizes the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase Xxxxx Fargo for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder; provided, that the Administrative Agent promptly notifies the Company thereof. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by a Borrower to any Issuing Bank pursuant to Article III. (A) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of Approved applications will be transferred by the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds employer as a regular declaration to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit bank account of the Borrower maintained with the Agentemployee concerned. This model form can be used freely as a guide. Employers can draw up their own form and use this model form as a checklist. The Borrower hereby irrevocably authorizes (i) undersigned requests the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account reimbursement of the Borrower maintained following medical costs: Employee’s job Date employee commenced employment Year Total of legal deductible Request to reimburse deductible (the sum of the treatments below to a maximum of the legal deductible of the year concerned) Type of treatment Costs of deductible incurred Date Total costs of deductible The following documents must be submitted along with Chase this application form: declaration form / specifications from healthcare insurer and copies of the relevant invoices (if available). If these documents are not enclosed in full, no reimbursement will take place. The undersigned hereby declares that this application form has been completed truthfully. Place, date Signature Article 1 Tasks, composition and secretary of the Commission 1. In order to promote correct and clear interpretation and application of this CAO, the social partners Kunstenbond and NAPK are founding a Social Commission CAO for Drama and Dance (hereinafter the Commission). The Commission comprises four members and four deputy members, of which two members and two deputy members are appointed by NAPK and two members and two deputy members by Kunstenbond. The Commission elects a chair from it ranks, preferably in such a way that this post is occupied in turn by each payment of principalthe social partners. If required, interest and fees the Commission can be temporarily expanded by an independent chair. 2. The tasks of the Social Commission are: a. Giving a viewpoint/decision or advice to an employer/employers, an employee/employees, social partners or other parties concerned regarding the definition and/or application of the provisions in this CAO; b. At the request of an employer of employers, dealing with requests for exemption from provisions in this CAO, see Article 4 of this Appendix; c. Giving weighty advice to employer(s) or employee(s) in the case of disputes about the definition and/or application of this CAO. At the request of parties concerned the advice may be considered as it becomes due hereunder or any other amount due under binding. 3. The secretary of the Loan DocumentsCommission is located at NAPK, e-mail xxxx@xxxx.xx.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s 's address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local Louisville time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Borrower authorizes the election of Administrative Agent to charge the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to Article III. (b) All payments to be made by the Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.20 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (local time) on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Alternate Currency Loans the applicable Alternate Currency Bank shall give written notice to the Administrative Agent by telex or telecopy of the receipt of such payment. (c) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or the applicable Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentExcept as otherwise expressly provided herein, all payments of principal, interest, reimbursement obligations interest and other amounts to be made by the Borrower under the Loan Documents shall be made to the Agent at the Principal Office for the account of each Lender's Applicable Lending Office in connection with Facility LCs, fees, premiums, reimbursable expenses (includingDollars and in immediately available funds, without limitationcondition or deduction for any counterclaim, defense, recoupment or set-off, not later than 12:00 noon on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Unless Bank of America expressly agrees otherwise and subject to Section 5.4(a)(iv), all reimbursement for fees payments shall be applied as follows: first, with respect to any outstanding L/C Borrowing until all L/C Borrowings have been paid in full, second, with respect to the Base Rate Balance outstanding under the Swingline Advances until such portion of the Loan is repaid in full, third, with respect to the Base Rate Balance outstanding under the Revolving Loan until such portion of the Loan is repaid in full and expenses pursuant fourth, with respect to Section 9.6)the IBOR Balance outstanding under the Swingline Advances until such portion of the Loan is paid in full. Subject to the preceding sentence, and other the Borrower shall, at the time of making each such payment, specify to the Agent the sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that the Borrower fails to so specify, or if an Event of Default is in existence, the Agent may apply such payment to the Obligations in such order and manner as it may elect (subject to the preceding sentence) in its sole discretion, subject to Section 5.6 and provided that when applying any such amounts to any Balances, the portion of the Loan outstanding as the Base Rate Balance shall be prepaid in full prior to any application to any portion of the Loan outstanding as a Libor Balance or an IBOR Balance). Each payment received by the Agent under any Loan Document for the account of a Lender shall be paid to such Lender by 1:00 p.m. on the date the payment is deemed made to the Agent in immediately available funds, for the account of such Lender's Applicable Lending Office. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be paid from made on the proceeds next succeeding Business Day, and such extension of Advances made hereunder whether made following a request by time shall in such case be included in the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account computation of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentscase may be.

Method of Payment. (a) All payments of Except as otherwise expressly provided herein, DWR agrees, and with respect to PG&E it is ordered that any payment from either Party to the Obligations hereunder other Party under this Agreement Servicing Order shall be mademade by ACH or, without setoffif ACH is unavailable, deduction, or counterclaim, in then by wire transfer of immediately available funds to the Agent at bank account designated by the Agentreceiving Party or, if mutually agreed, paid by means of a check or warrant sent to the recipient’s address specified pursuant indicated in accordance with Section 14.14 hereof. Where the Parties have made arrangements for a bank or other third party to Article XIIIremit funds from one Party to the other Party, or at any other Lending Installation DWR agrees, and with respect to PG&E it is ordered that proper identification of the Agent specified bank or third party, including the account number, shall be furnished in writing by the Agent to the Borrower Representativewriting. DWR agrees, by noon (local time) on the date when due and PG&E it is ordered that Tthe remitting Party shall reasonably cooperate in correcting any bank or other third-party errors and shall not be applied ratably by the Agent among the Lenders. Any relieved of its payment received by the Agent after responsibilities because of such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lendererrors. (b) At the election of the AgentExcept as expressly provided otherwise herein or under any Applicable Law, Utility shall be required to pay all payments of principal, interest, reimbursement obligations expenses incurred by it in connection with Facility LCsits activities under this Agreement Servicing Order (including any fees to and disbursements by accountants, counsel, or any other person, any taxes, fees, premiumssurcharges or levies imposed on Utility, reimbursable and any expenses (including, without limitation, all reimbursement for fees and expenses incurred in connection with reports to be provided hereunder) out of the compensation paid to it pursuant to this Section 9.67, and Utility shall not be entitled to any extra payment or reimbursement therefor. Notwithstanding anything to the contrary above, if and to the extent any additional taxes (excluding taxes on Utility’s income), fees or charges are imposed on Utility due solely to Utility’s performance of Services hereunder with respect to DWR Charges (such as franchise fees or taxes on DWR Power, the State of California electric energy surcharge, local utility user taxes, or Commission fees), to the extent these taxes, fees, or charges are not already included in Utility’s rates and other sums payable under the Loan DocumentsUtility has not been reimbursed therefor and is not authorized to seek reimbursement from Customers therefor, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant DWR agreesshall to reimburse Utility therefor as “Additional Charges” in accordance with Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.7.2.‌‌‌‌‌

Method of Payment. (a) All payments of Except as otherwise expressly provided herein, DWR agrees, and with respect to PG&E it is ordered that any payment from either Party to the Obligations hereunder other Party under this Agreement Servicing Order shall be mademade by ACH or, without setoffif ACH is unavailable, deduction, or counterclaim, in then by wire transfer of immediately available funds to the Agent at bank account designated by the Agentreceiving Party or, if mutually agreed, paid by means of a check or warrant sent to the recipient’s address specified pursuant indicated in accordance with Section 14.14 hereof. Where the Parties have made arrangements for a bank or other third party to Article XIIIremit funds from one Party to the other Party, or at any other Lending Installation DWR agrees, and with respect to PG&E it is ordered that proper identification of the Agent specified bank or third party, including the account number, shall be furnished in writing by the Agent to the Borrower Representativewriting. DWR agrees, by noon (local time) on the date when due and PG&E it is ordered that Xxxx remitting Party shall reasonably cooperate in correcting any bank or other third-party errors and shall not be applied ratably by the Agent among the Lenders. Any relieved of its payment received by the Agent after responsibilities because of such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lendererrors. (b) At the election of the AgentExcept as expressly provided otherwise herein or under any Applicable Law, Utility shall be required to pay all payments of principal, interest, reimbursement obligations expenses incurred by it in connection with Facility LCsits activities under this Agreement Servicing Order (including any fees to and disbursements by accountants, counsel, or any other person, any taxes, fees, premiumssurcharges or levies imposed on Utility, reimbursable and any expenses (including, without limitation, all reimbursement for fees and expenses incurred in connection with reports to be provided hereunder) out of the compensation paid to it pursuant to this Section 9.67, and Utility shall not be entitled to any extra payment or reimbursement therefor. Notwithstanding anything to the contrary above, if and to the extent any additional taxes (excluding taxes on Utility’s income), fees or charges are imposed on Utility due solely to Utility’s performance of Services hereunder with respect to DWR Charges (such as franchise fees or taxes on DWR Power, the State of California electric energy surcharge, local utility user taxes, or Commission fees), to the extent these taxes, fees, or charges are not already included in Utility’s rates and other sums payable under the Loan DocumentsUtility has not been reimbursed therefor and is not authorized to seek reimbursement from Customers therefor, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant DWR agreesshall to reimburse Utility therefor as “Additional Charges” in accordance with Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.7.2.‌‌‌‌‌

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to euro, in euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by 12:00 noon (local timeLocal Time) on the date when due and shall (except with respect to repayments of Swing Line Loans, and except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrowers at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement ’s Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the any Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase for each payment of principal, interest and fees the Obligations as it becomes due hereunder or hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally to the LC Issuers in the case of payments required to be made by any other amount due under Borrower to the Loan DocumentsLC Issuers pursuant to Section 2.24.6.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . Notwithstanding the election of the Agentforegoing, all no payments of principal, interest, reimbursement obligations in connection with Facility LCsfees or other amounts delivered to the Agent for the account of any Defaulting Lender shall be delivered by the Agent to such Defaulting Lender. Instead, feessuch payments shall, premiumsfor so long as such Defaulting Lender shall be a Defaulting Lender, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6)be held by the Agent, and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Agent is hereby authorized and directed by the Borrower Representative pursuant all parties hereto to Section 2.1 or a deemed request hold such funds in escrow and apply such funds as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the extent such Defaulting Lender fails to make such Credit Extensions. Notwithstanding the foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Agent pursuant to charge the Funding Account or any other deposit account preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.4.

Method of Payment. Except as otherwise specified herein, all payments by the Borrower of principal, interest, fees and its other Obligations shall be made, (ai) with respect to Revolving Loans denominated in Dollars, Letters of Credit denominated in Dollars and the Aggregate Commitments, in Dollars, and (ii) with respect to Revolving Loans denominated in any Foreign Currency and Letters of Credit denominated in Foreign Currency, in the applicable Foreign Currency in which such Revolving Loans or Letters of Credit are denominated; provided, that in the case of a Letter of Credit denominated in a Foreign Currency, reimbursements by the Borrower may be made in Dollars in accordance with Section 2.03(f). All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local Pacific time) ), in the case of any payments made in Dollars, and not later than the Applicable Time, in the case of any payments made in a Foreign Currency, in each case, on the date when due and shall be applied ratably by the Administrative Agent among the LendersLenders entitled thereto. Any Each payment received by to the Administrative Agent after such time on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be deemed made in like manner, but for the account of the Swingline Lender. Each payment to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds Administrative Agent of any Collateral Issuing Lender’s fees or L/C Participants’ commissions shall be applied made in whole like manner, but for the account of such Issuing Lender or in part against the ObligationsL/C Participants, on as the day of receipt, subject to actual collectioncase may be. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its such Lender’s address specified pursuant to Article XIII 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative Company pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower any Company maintained with the Agent. The Borrower Borrowers hereby irrevocably authorizes authorize (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount all amounts from time to time due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Overadvances, Protective Advances and Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower Company maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or hereunder. The Agent agrees to give notice to the Company reasonably promptly after the making of any other amount due under Advance described in the Loan Documentsforegoing sentence.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.15(E)), in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local timeLocal Time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that which the Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the . Each Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase JPMorgan for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to Article III. All payments to be made by the applicable Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.21 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (Local Time) on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Alternate Currency Loans the Alternate Currency Bank shall give written notice to the Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any applicable Borrower is not able to make payment to the Agent for the account of the Lenders or the Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the Agent’s case may be, to such Lender's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may be, specified in writing by the Agent to the Borrower RepresentativeDomestic Borrower, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Domestic Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the a Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the applicable Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Canadian Correspondent Lender, and/or the UK Correspondent Lender (ii) a Canadian Loan Party shall be made to the Canadian Correspondent Lender or the UK Correspondent Lender, and (iii) a UK Loan Party shall be made to the UK Correspondent Lender or the Canadian Correspondent Lender.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s address specified pursuant to Article XIII14, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, shall be initiated by 12:00 noon (local time) on the date when due and shall (except (i) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (ii) with respect to repayments of Swing Line Loans, or (iii) as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (x) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII 14 or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (by) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the applicable Borrower at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement ’s Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the any Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder JPMorgan or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest interest, Reimbursement Obligations and fees due from such Borrower as it becomes due hereunder. Each reference to the Agent in this Section 2.14 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by any Borrower to the LC Issuer pursuant to Section 2.22(f). (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or a Borrower is not able to make payment to the Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments Each Advance and each reimbursement obligation with respect to a drawing under a Letter of the Obligations hereunder Credit shall be madepaid, repaid or prepaid in the currency in which such Advance or the related drawing was made in the amount borrowed or paid and interest payable thereon shall be paid in such currency. Subject to the last sentence of Section 2.07(a), (i) all amounts of principal, interest, fees and other Obligations payable by the Borrowers in Dollars under the Loan Documents shall be made in Dollars by 12:00 noon (Dallas, Texas time) on the date when due in funds immediately available, without condition or deduction for any counterclaim, defense, recoupment or setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII14, or at any such other Lending Installation of the Administrative Agent as may be specified in writing by the Administrative Agent to the Borrower RepresentativeBorrowers, and (ii) all amounts of principal, interest and other Obligations payable by the Borrowers in any currency other than Dollars under the Loan Documents shall be made in such currency by 12:00 noon (local time) on the date when due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent, at its Eurocurrency Payment Office for such currency. Prior to the existence of a Default, ll amounts due hereunder and all payments of reimbursement obligations arising from drawings under Letters of Credit shall be made ratably among the applicable Lenders in the case of payments of principal or interest in respect of Competitive Bid Advances and ratably among all of the Lenders in the case of all other payments (other than reimbursement obligations under Letters of Credit paid to and fronting fees retained by the Issuing Lender for its own account and the administrative and auction fees retained by the Administrative Agent for its own account). Except as provided in Section 9.01(b), uring the existence of any Default, all payments of principal due hereunder and all payments of reimbursement obligations arising from drawings under Letters of Credit shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day all outstanding Advances and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionParticipation Interests. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly promptly, but in any event not later than the close of business on the date received by the Administrative Agent if received by the Administrative Agent by 12:00 noon (local time), by the Administrative Agent to such Lender in the same type and currency of funds that which the Administrative Agent received at its such Lender's address specified pursuant to Article XIII 14 or at any Lending Installation specified by such Lender in a written notice received by the Administrative Agent. If the Administrative Agent from shall fail to pay any Lender the amount due such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses Lender pursuant to this Section 9.6when due, the Administrative Agent shall be obligated to pay to such Lender interest on the amount that should have been paid hereunder for each day from the date such amount shall have become due until the date such amount is paid at the Federal Funds Effective Rate for such day. Notwithstanding the foregoing provisions of this Section 2.07(f), if, after the making of any Advance or issuance of any Letter of Credit in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that different types of such currency (the "New Currency") are introduced and other sums payable under the Loan Documents, may be paid from type of currency in which the proceeds Advance was made or such Letter of Advances made hereunder whether made following a request by Credit was issued (the "Original Currency") no longer exists or the applicable Borrower Representative pursuant is not able to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from make payment to the Funding Account or any other deposit Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder or under any other Loan Document in such currency shall be made in such amount and such type of the New Currency as shall be equivalent (based upon market value) to the amount of such payment otherwise due hereunder or under such Loan Document in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section 2.07(f), if, after the making of any Advance or issuance of any Letter of Credit in any currency other than Dollars, the applicable Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in the type of currency in which such Advance was made or such Letter of Credit was issued (or in any New Currency as set forth above) because of the imposition of any such currency control or exchange regulation, then such Advance or reimbursement obligations shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance or such reimbursement obligations. The Administrative Agent is hereby authorized, for the benefit of the Lenders, to charge the account of each Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose Bank of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase America for each payment of principal, interest and fees due from such Borrower as it becomes due hereunder. In the event any amount paid to any Lender hereunder is rescinded or any other must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount due under so paid to such Lender, with interest for the Loan Documentsperiod commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Effective Rate, and thereafter, the Alternate Base Rate plus two percent (2%) per annum.

Method of Payment. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any fees (except as set forth in any agreement governing the payment thereof) and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Tranche B Term Percentages or Pro Rata Shares, as the case may be, of the relevant Lenders. (b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Tranche B Term Lenders. Unless the Agent shall have been instructed otherwise in writing by the Borrower in the case of a prepayment pursuant to Section 2.6.1, the amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of Tranche B Term Loans pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed, except as provided in Section 2.11 (e). (c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments of the Secured Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local New York City time) on the date when due and and, shall (except with respect to repayment of the Swing Line Loan) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII the Funding Office or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and bank fees as it becomes they become due hereunder; all other fees due hereunder shall be paid by Borrower upon the receipt of an invoice at Borrower’s address. (e) At any time and to the extent that, as a result of a reduction in the Aggregate Revolving Loan Commitment or otherwise, the Parent, the Borrower and their Subsidiaries are permitted to incur additional secured indebtedness under Section 4.9(b)(1) and Section 4.12 and clause (7) of the definition of Permitted Liens in Section 1.01 of the 67/8% Senior Notes Indenture, the Term Loans shall, automatically and without further act of any other party, be deemed prepaid and reborrowed by the Borrower in an amount due under equal to the Loan Documentsamount of additional secured indebtedness so permitted, provided, however, that the provisions of Sections 2.5, 2.6, 2.7, 2.8, 3.4 and 4.2 shall not apply to any such prepayment and reborrowing, and provided further that any Eurodollar Interest Period in effect immediately prior thereto shall remain in effect after such prepayment and reborrowing.

Method of Payment. (a) All payments sums payable by the Trustee to the Principal Paying Agent under this agreement shall, unless otherwise provided by and subject to the relevant Currency Swap, be paid by the Currency Swap Provider on behalf of the Obligations hereunder Trustee in US$ (in the case of the Class A-1 Notes or Class A-1 Noteholders) or Euros (in the case of the Class A-2 Notes or Class A-2 Noteholders) to such bank accounts as the Principal Paying Agent may from time to time notify to the Trustee and the Note Trustee. Those sums shall be madeheld in an account for payment to the Offshore Noteholders or Couponholders, without setoffas the case may be, deductionand: (i) failing that payment within the designated periods of prescription specified in the relevant Condition 8; or (ii) upon the bankruptcy, insolvency, winding up or counterclaimliquidation of the Principal Paying Agent or on default being made by the Principal Paying Agent in the payment of any amounts in respect of principal or interest in accordance with this agreement, for repayment to the Trustee (subject to clause 4). On repayment in accordance with clause 4 to the Trustee, all liabilities of the Principal Paying Agent with respect to those Allens Arthur Robinson + Agency Agreement -------------------------------------------------------------------------------- moneys shall cease. The Principal Paying Agent shall, promptly after each Payment Date, confirm to the Trustee, in immediately available funds accordance with clause 22, that the Principal Paying Agent has paid the relevant amount to the Common Depository. The Principal Paying Agent at the Agent’s address specified pursuant to Article XIII, or at will countersign and promptly return any other Lending Installation of the Agent specified in writing such confirmation requested by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderTrustee. (b) At Subject to the election terms of this agreement, the Agent, all payments of principal, interest, reimbursement obligations Principal Paying Agent shall be entitled to deal with moneys paid to it under this agreement in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant the same manner as other moneys paid to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following it as a request banker by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agentits customers. The Borrower hereby irrevocably authorizes Principal Paying Agent shall be entitled to retain for its own account any interest earned on the sums from time to time credited to the account referred to in paragraph (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advancesa) and that all it need not segregate such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any sums from other deposit account of the Borrower maintained with Chase for each payment of principalamounts held by it, interest and fees except as it becomes due hereunder or any other amount due under the Loan Documentsrequired by law.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.15(E)), in immediately available funds to the Agent (i) at the Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent’s Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that which the Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the . Each Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase JPMorgan for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to Article III. All payments to be made by the applicable Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.21 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (local time) on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Alternate Currency Loans the Alternate Currency Bank shall give written notice to the Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, any applicable Borrower is not able to make payment to the Agent for the account of the Lenders or the Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans and Competitive Bid Advances, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder and (iii) the effects on allocation of payments of there being a Defaulting Lender) be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. . If a payment of principal received by Agent by noon (blocal time) At on a Business Day is not paid to the election Lenders by close of business on the Agentsame day, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant Agent shall pay interest on such principal amount at the Federal Funds Effective Rate. The Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following initiate a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit charge against an account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest interest, Reimbursement Obligations and fees (including LC Fees) as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan DocumentsAgent in this Section 2.10 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.19.6.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.15(E)), in immediately available funds to the Agent (i) at the Agent’s 's address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon 2:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that which the Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . The Borrower authorizes the election of Agent to charge the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest interest, fees, commissions and fees L/C Obligations as it becomes due hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to each Issuing Bank, in the case of payments required to be made by the Borrower to any Issuing Bank pursuant to Article III. All payments to be made by the Borrowers hereunder in respect of any Alternate Currency Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, at the office or branch from which the Loan was made pursuant to Section 2.21 and the applicable Alternate Currency Addendum not later than 3:00 p.m. (local time) on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Alternate Currency Loans the Alternate Currency Bank shall give written notice to the Agent by telex or telecopy of the receipt of such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency or Alternate Currency, as applicable, with the result that different types of such Agreed Currency or Alternate Currency, as applicable, (the "NEW CURRENCY") are introduced and the type of currency in which the Advance was made (the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able to make payment to the Agent for the account of the Lenders or Alternate Currency Bank, as applicable, in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Agent or Alternate Currency Bank, as applicable, in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the Borrower is not able to make payment to the Agent for the account of the Lenders or the Alternate Currency Bank in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount due under equal to the Loan DocumentsDollar Amount (as of the date of repayment) of such Advance.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (aA) All payments of the Obligations principal, interest, and fees hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Agent at the Agent’s 's address specified pursuant to Article XIIIXI, or at any other Lending Installation of the Agent address specified in writing by the Agent to the Borrower RepresentativeBorrower, or via wire transfer pursuant to wire transfer instructions provided by the Agent from time to time, by 12:00 noon (local timeEastern Standard Time) on the date when due and shall due. The Agent will promptly thereafter cause like funds to be applied ratably distributed on the Payment Reconciliation Date (1) if such payment by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied Borrower is in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments respect of principal, interest, reimbursement obligations commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lender for its account ratably in connection accordance with Facility LCsits share of the amounts of such respective Obligations then payable to such Lenders (with respect to each Lender, feessuch Lender's share of the amount payable hereunder and under the Notes is referred to herein as the "Payment Due Lenders") and (2) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, premiumsto such Lender for its account, reimbursable expenses in each case to be applied in accordance with the terms of this Agreement; provided, however that the Administration Fee due to the Agent (pursuant to Section 2.11 hereof) for the month immediately preceding such date will be netted out of such amounts and be maintained in or remitted to the Agent's Account by and for the benefit of the Agent. For purposes of this Section 2.5, as between the Lenders, the Payments Due Lenders owing to each Lender shall be determined based upon funds advanced by such Lender to Agent from time to time and such Payment Due Lenders shall not be increased or decreased based upon either Cash Management Advances or Cash Management Payments by Borrower unless and until such Cash Management Advances and Cash Management Payments have been reconciled between the Lenders and Agent. Notwithstanding the foregoing, if Borrower makes a prepayment which would cause the amount of outstanding Obligations due to Agent, in its capacity as Lender, to be less than zero, Agent shall, as soon as practicable after receipt of such prepayment, allocate the amount of such prepayment to Lenders in accordance with each Lender's Ratable Share. (B) No later than 1:00 p.m. (Eastern Standard Time) on the Payment Reconciliation Date, each Lender will purchase or sell, as the case may be to the extent necessary to maintain its Ratable Share, and Agent shall purchase or sell and assign to each Lender (including, without limitation, Ford Credit as a Lender) its Ratable Share of the Balance Due not theretofore sold by Agent to, or otherwise held by such Lender, by making available to Agent, in same day funds, an amount equal to the portion of the Balance Due to be purchased by such Lender, provided, however, that the aggregate principal amount of all reimbursement for fees and expenses Advances purchased by any Lender may not at any time exceed the amount of such Lender's Commitment. Upon any such assignment by Agent to any other Lender of a portion of an Advance pursuant to this Section 9.6)2.5, Agent represents and warrants to such other sums payable under Lender that Agent is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Advance, the Loan Documents, may be the Borrower or its Subsidiaries. If and to the extent that any Lender shall not have so made the amount of such Advance available, such Lender shall become a Defaulting Lender. If such Lender shall have made such amount available to Agent, such amount so paid from in respect of principal shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the proceeds aggregate outstanding principal amount of the Advances made hereunder whether made by Agent shall be reduced by such amount on such Business Day. Agent will provide notice to each Lender on or before 1 p.m. (Eastern Standard Time) on the date that is two Business Days prior to any Payment Reconciliation Date specifying the amounts due to Agent hereunder. (C) If Agent fails to remit to any Lender its portion of the Payment Due Lenders or any amount of principal, commitment fees or any other Obligation as required under Section 2.5, the Agent agrees to pay to each such Lender interest on such Lender's portion of all such amounts (x) for the first three days after the first Business Day following a request by the Borrower Representative Agent's failure to remit, at the Federal Funds Rate from time to time in effect, and (y) thereafter at the Applicable LIBOR Rate. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 2.1 or a deemed request as provided 9.3, from and after the effective date of such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in this Section 2.17 or may be deducted respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (D) Unless the Agent shall have received notice from the Funding Account or Borrower prior to the date on which any other deposit account of payment is due to any Lender hereunder that the Borrower maintained with will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may (but shall not be obligated to), in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent. The Borrower hereby irrevocably authorizes (i) , each such Lender shall repay to the Agent forthwith on demand such amount distributed to make an Advance such Lender together with interest thereon, (x) for the purpose of paying each payment of principalfirst three days after such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, interest and fees as it becomes due hereunder or any other amount due under at the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable LoansFederal Funds Rate from time to time in effect, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (iiy) thereafter until the Agent date such Lender repays such amount to charge the Funding Account or any other deposit account of Agent, at the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan DocumentsApplicable LIBOR Rate.

Method of Payment. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any fees (except as set forth in any agreement governing the payment thereof) and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Pro Rata Shares, as the case may be, of the relevant Lenders. (b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. (c) The amount of each principal prepayment of the Term Loans shall be applied to reduce then remaining installments of the Term Loans and Incremental Term Loans, as the case may be, pro rata based upon the respective then remaining principal amounts thereof. (d) All payments of the Secured Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon 1:00 p.m. (local New York City time) on the date when due and and, shall (except with respect to repayment of the Swing Line Loan) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII the Funding Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and bank fees as it becomes they become due hereunder; all other fees due hereunder or any other amount due under shall be paid by Borrower upon the Loan Documentsreceipt of an invoice at Borrower’s address.

Method of Payment. (a) All payments 1. The CONSULTANT may submit a maximum of one invoice per calendar month for work covered under this Contract. The invoices shall be submitted to: City of Franklin Redevelopment Commission 00 X. Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx 00000 The invoices shall represent the value to the LPA of the Obligations hereunder partially completed work as of the date of the invoice. The CONSULTANT shall attach thereto a summary of each pay item in Section A of this Appendix “D”, including percentage complete and prior payments. 2. The LPA, for and in consideration of the rendering of the engineering services provided for in Section A. 3. of this Appendix "D”, agrees to pay to the CONSULTANT for rendering such services the fees established above in the following manner: a. For each pay item, and upon receipt of invoices from the CONSULTANT and the approval thereof by the LPA, payments covering the work performed shall be made, without setoff, deduction, or counterclaim, in immediately available funds due and payable to the Agent CONSULTANT, such payments to be equal to an amount arrived at by multiplying the percentage of the specified work performed by the fee heretofore set forth. From the partial payment thus computed, there shall be deducted all previous partial fee payments made to the CONSULTANT. b. Upon approval by the LPA, after submittal of the completed work, a sum of money equal to the fees heretofore set forth, less the total of the amounts of the partial payments previously paid to the CONSULTANT under Section B. 2. a. of this Appendix "D", shall be due and payable to the CONSULTANT. c. The lump sum fee shown for the services in Section A. 3. f. is established assuming the LPA will provide the location for the public meetings. d. The lump sum fee shown for the services in Section A. 3. g. does not include the payment of fees to procure permits from the variously affected agencies such as Rule 5 permit application fees nor NOI Advertisements. These costs are estimated at $500. Any fees paid by CONSULTANT for permit applications and any activities such as public advertisements will be invoiced to the LPA at the Agent’s address specified pursuant actual cost plus a 10% mark-up for task coordination and administrative efforts. 3. The services provided for in Section A. 4. of this Appendix "D” will be performed by other than the CONSULTANT. The CONSULTANT will submit to Article XIIILPA invoices for these services, or at the basis of which will be the actual number of units of work performed multiplied by the specific cost per unit. The unit costs listed in Section A. 4. are estimated. The LPA agrees to reimburse to the CONSULTANT for rendering such services the actual invoice for the services performed by other than the CONSULTANT, plus a 10% mark-up for task coordination and administrative efforts, provided that each such invoice shall be subject to approval as reasonable by the LPA prior to any other Lending Installation reimbursement therefore. 4. The LPA, for and in consideration of the Agent specified rendering of the services provided for in writing Section A. 5. of this Appendix "D” agrees to pay the CONSULTANT the stated cost per unit multiplied by the Agent actual units of work performed. 5. The services provided for in Section A. 6. of this Appendix "D” will be performed on an hourly basis. A portion of the work will be performed by other than the CONSULTANT with the final cost of the subcontracted services consisting of the actual invoiced amounts for the services performed by other than the CONSULTANT, plus a 10% mark-up for task coordination and administrative efforts, provided that each such invoice shall be subject to approval as reasonable by the LPA prior to any reimbursement therefore. The balance of this work will be completed by CONSULTANT on an hourly basis in accordance CONSULTANT’s schedule of Hourly Billing Rates. The current schedule is attached and is subject to adjustments on an annual basis. 6. If the LPA does not agree with the amount claimed by the CONSULTANT on an invoice voucher, it will send the CONSULTANT a letter by regular mail and list the differences between actual and claimed progress. The letter will be sent to the Borrower Representative, by noon (local time) CONSULTANT's address on page 11 of this Contract or the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderCONSULTANT's last known address. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Notwithstanding the election of the Agentforegoing, all no payments of principal, interest, reimbursement obligations in connection with Facility LCsfees or other amounts delivered to the Administrative Agent for the account of any Defaulting Lender shall be delivered by the Administrative Agent to such Defaulting Lender. Instead, feessuch payments shall, premiumsfor so long as such Defaulting Lender shall be a Defaulting Lender, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6)be held by the Administrative Agent, and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Administrative Agent is hereby authorized and directed by the Borrower Representative pursuant all parties hereto to Section 2.1 or a deemed request hold such funds in escrow and apply such funds as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Administrative Agent to make an Advance for or the purpose of paying each payment of principalLC Issuer, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the Agent extent such Defaulting Lender fails to charge make such Credit Extensions. Notwithstanding the Funding Account or any other deposit account foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Administrative Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. Each reference to the Administrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower maintained with Chase for each payment to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of principal, interest and fees as it becomes due hereunder or any other amount due under payments required to be made by the Loan DocumentsBorrower to the Swing Line Lender pursuant to Section 2.5.4.

Method of Payment. (a) Each Advance shall be repaid, each payment of interest thereon shall be paid, and each reimbursement of any amounts payable upon a drawing under any Facility LC shall be made in the currency in which such Advance or payment was made or, where such currency has converted to the Euro, in the Euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at (except as set out in the next sentence) the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrowers, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received All payments to be made by the Agent after such time Borrowers hereunder in any currency other than Dollars shall be deemed to have been received made in such currency on the following Business Day date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent, at its Eurocurrency Payment Office for such currency and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against ratably by the Obligations, on Administrative Agent among the day of receipt, subject to actual collectionLenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Lender and (bii) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the applicable Borrower at the address of the Administrative Agent, all payments ’s Eurocurrency Payment Office for such currency. The Administrative Agent is hereby authorized to charge any account of any Borrower maintained with Administrative Agent or any of its Affiliates for each payment of principal, interest, reimbursement obligations in connection with Facility LCsReimbursement Obligations, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Administrative Agent in this Section 2.14 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by any Borrower to any LC Issuer pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.26.

Method of Payment. (a) 2.13.1. All payments of the Obligations hereunder shall will be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s 's address specified pursuant to Article XIIISection 15.1, or at any other Lending Installation banking address of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeUnit, by 12:00 noon (local Tulsa time) on the date when due and shall will (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall will be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII Section 15.1 or at any Lending Installation banking address specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election account of the Agent, all payments Borrowers (other than any Excluded Account) maintained with BOk for each payment of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest Reimbursement Obligations and fees as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall Administrative Agent in this Section 2.13 will also be deemed to have been requested refer, and will apply equally, to the LC Issuer, in the case of payments required to be made by the Borrowers to the LC Issuer pursuant to Section 2.1 2.19. 2.13.2. When Administrative Agent collects or receives proceeds of Collateral, Administrative Agent will distribute all money so collected or received, and Administrative Agent and each Lender will apply all such money so distributed, as follows: (iia) first, for the payment of all Secured Obligations which are then due and if such money is insufficient to pay all such Secured Obligations, first to any reimbursements due Administrative Agent under Section 12.6 and then to charge the Funding Account partial payment of all other Secured Obligations then due in proportion to the amounts thereof, or as Administrative Agent and Lender will otherwise agree; (b) then for the prepayment of the Secured Obligations; (c) last, for the payment or prepayment of any other deposit account indebtedness or obligations secured by the Collateral. All payments applied to principal or interest on any Note will be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.8. All distributions of amounts described in any of subsections (b) or (c) above will be made by Administrative Agent pro rata to each Lender then owed Secured Obligations described in such subsection in proportion to all amounts owed to Administrative Agent and all Lenders which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the Borrower maintained with Chase for each payment purchase of principala participation under Section 2.19.5 or to Administrative Agent under Section 13.7, interest any amounts otherwise distributable under this section to such Lender will be deemed to belong to LC Issuer, or Administrative Agent, respectively, to the extent of such unpaid payments, and fees as it becomes due hereunder or any other amount due under the Loan DocumentsAdministrative Agent will apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

Method of Payment. 5.1 All amounts to be paid by the Client to 3Two Projects Pty Ltd under or in connection with this Agreement must be paid in cash or by way of electronic funds transfer into the account nominated by 3Two Projects Pty Ltd as specified on a Proposal. 5.2 Payments by credit, direct debit or using certain merchants, may incur a surcharge or transaction fee as determined by 3Two Projects Pty Ltd acting reasonably. 5.3 All amounts payable under or in connection with this Agreement must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this Agreement. 5.4 If the Client defaults in payment by the due date of any amount payable to 3Two Projects Pty Ltd, 3Two Projects Pty Ltd may, without prejudice to any other accrued or contingent rights: (a) All payments cease or suspend supply of the Obligations hereunder shall be made, without setoff, deduction, any Goods or counterclaim, in immediately available funds Services to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender.Client; (b) At charge interest on any sum due at the election prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4%, calculated daily and compounded monthly, for the period from the due date until the date of payment in full; (c) charge the Client for, and the Client shall indemnify 3Two Projects Pty Ltd from, all costs and expenses (including without limitation all legal costs and expenses on a full indemnity basis) incurred by 3Two Projects Pty Ltd resulting from the default or in taking action to enforce compliance with this Agreement.; and (d) demand immediate payment of all amounts owing by the Client to be paid by the Client. 5.5 The Client and the Guarantor acknowledge and agree that they are jointly and severally liable for the obligations of the Agent, all payments of principal, interest, reimbursement obligations Client under or in connection with Facility LCsthis Agreement. 5.6 For the avoidance of doubt, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under if the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request Client defaults in payment by the Borrower Representative pursuant due date of any amount payable to Section 2.1 or a deemed request as provided 3Two Projects Pty Ltd, 3Two Projects Pty Ltd may pursue the Client and/or the Guarantor for payment and the Guarantor agrees to remedy the default in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained accordance with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentsclause 5.4.

Method of Payment. (a) All payments of to be made by the Obligations hereunder Borrower shall be made, without setoff, deduction, or counterclaimmade on the date when due, in immediately available funds without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s address Office for payment and in Same Day Funds not later than 1:00 p.m. on the date specified pursuant herein. The Administrative Agent will promptly distribute to Article XIII, each Appropriate Lender its Pro Rata Share (or at other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lxxxxx’s Lending Office; provided that the proceeds of any other Lending Installation borrowing of Revolving Loans to finance the Agent specified reimbursement of a drawn Letter of Credit as provided in writing Section 2.04(c) shall be remitted by the Administrative Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lendersapplicable Issuing Bank. Any payment All payments received by the Administrative Agent after such time 1:00 p.m. shall in each case be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining . (b) If any payment to be made by the amount of Loans available for borrowing purposesBorrower shall come due on a day other than a Business Day, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, made on the day next following Business Day, and such extension of receipttime shall be reflected in computing interest or fees, subject to actual collection. Each payment delivered as the case may be. (c) Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or any Issuing Bank, as applicable, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be delivered promptly so required to), in reliance thereon, make available a corresponding amount to such Lender or such Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or such Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or such Issuing Bank 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 such Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the same type of funds that the Agent received at its address specified pursuant applicable Overnight Rate from time to Article XIII or at any Lending Installation specified time in a notice received by the Agent from such Lendereffect. (bd) At If any Lender makes available to the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement Administrative Agent funds for fees and expenses pursuant any Loan to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request such Lxxxxx as provided in the foregoing provisions of this Section 2.17 or may be deducted from the Funding Account or any other deposit account of Article II, and such funds are not made available to the Borrower maintained with by the Agent. The Borrower hereby irrevocably authorizes (i) Administrative Agent because the Agent conditions to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.Borrowing set forth in

Method of Payment. (ai) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Agent’s address specified pursuant to Article XIIIAdministrative Office, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) 1:00 p.m. New York time on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Any Each such payment received by the Agent after such time shall be deemed to have been received on made in Dollars. (ii) As provided elsewhere herein, all Lenders’ interests in the following Business Day Borrowings and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral Loan Documents shall be applied in whole or in part against ratable undivided interests and none of such Lenders’ interests shall have priority over the Obligations, on the day of receipt, subject to actual collectionothers. Each payment delivered to the Administrative Agent for the account of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be delivered paid promptly (on the same day as received by the Administrative Agent if received prior to 1:00 p.m. New York time, and otherwise on the next succeeding Business Day) by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Payments received by the election of Administrative Agent but not timely funded to the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums Lenders shall bear interest payable under by the Loan Documents, may be paid Administrative Agent at the Federal Funds Effective Rate from the proceeds of Advances made hereunder whether made following a request by date due until the Borrower Representative pursuant date paid. The Administrative Agent is hereby authorized to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from charge the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with JPMorgan Chase Bank for each payment of principal, interest and fees as it becomes due hereunder hereunder. (iii) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.9, 2.20, 2A.5, 2A.6(b) or 10.8, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (A) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (B) hold any such amounts in a segregated account as cash collateral for, and application to, any such unsatisfied obligations of such Lender under any such Section or any other amount due under contingent reimbursement obligations of such Lender with respect to then outstanding Facility Letters of Credit until all such unsatisfied obligations are fully paid, in the Loan Documentscase of each of clauses (A) and (B) above, in any order as determined by the Administrative Agent in its discretion.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoffset-off, deduction, or counterclaim, in immediately available funds by wire transfer to Agent's account designated in writing from time to time by notice to Borrower or, in the absence of such notice, to Agent at the Agent’s its address specified pursuant to Article XIIIherein, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders, except as otherwise provided herein. Any Each payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender by the time of day specified herein shall be delivered promptly on the same Business Day by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII above in this SECTION 2.12 or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At . All payments received by the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid Agent from the proceeds of Advances made hereunder whether made following a request by Borrower for the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Lenders after the time of day specified herein shall be disbursed to the applicable Lenders no later than the next Business Day, following the day such payment is received in good funds by the Agent. If payments received by the Agent from the Borrower are not disbursed to the applicable Lenders on the date required by this Section, any Lender not receiving such disbursement will receive interest from the Agent at the Federal Funds Effective Rate for each day of delay in such disbursement. Agent is hereby authorized to charge the account, if any, of Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentshereunder.

Method of Payment. (a) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaim, in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s 's address specified pursuant to Article XIIIXIV, with respect to Advances or other Obligations denominated in Dollars and (ii) at the Administrative Agent's Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower Representativeapplicable Borrower, by noon 2:00 p.m. (local Chicago time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . Each Borrower authorizes the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account or any other deposit account of the such Borrower maintained with Chase Bank One for each payment of principal, interest interest, fees and fees commissions owed by such Borrower as it becomes due hereunder or any other amount hereunder; provided, that the account of the Domestic Borrower may be charged for all such amounts owed by it and the Japanese Borrower. The Domestic Borrower authorizes the Administrative Agent to charge the account of such Borrower maintained with Bank One for each payment of L/C Obligations as it becomes due under hereunder. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Domestic Borrower to the Issuing Bank pursuant to Article III.

Method of Payment. (aA) All payments of the principal, interest, fees, commissions and L/C Obligations hereunder shall be made, without setoff, deduction, deduction or counterclaimcounterclaim (unless indicated otherwise in Section 2.14(E)), in immediately available funds to the Administrative Agent (i) at the Administrative Agent’s address specified pursuant to Article XIIIXIV with respect to Advances or other Obligations denominated in Dollars and (ii) at the applicable Eurocurrency Payment Office with respect to any Advance or other Obligations denominated in an Agreed Currency other than Dollars, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon 1:00 p.m. (local New York time) on the date when due and shall be applied made ratably by the Agent among the LendersLenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Any payment received by the Agent after such time Each Advance shall be deemed to have been received on repaid or prepaid in the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining Agreed Currency in which it was made in the amount of Loans available for borrowing purposes, checks borrowed and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral interest payable thereon shall also be applied paid in whole or in part against the Obligations, on the day of receipt, subject to actual collectionsuch currency. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that which the Administrative Agent received at its address specified pursuant to Article XIII XIV, at the applicable Eurocurrency Payment Office or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably Company authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Administrative Agent to charge the Funding Account accounts of the Company and the Subsidiary Guarantors maintained with JPMCB or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder. In addition, the Subsidiary Borrower authorizes the Administrative Agent to charge any account of the Subsidiary Borrower maintained with JPMCB or any of its Affiliates for each payment of principal, interest, fees, commissions, L/C Obligations or any other Obligations as it becomes due hereunder (it being understood and agreed that no account of the Subsidiary Borrower shall be charged for any amount owing in respect of Obligations incurred solely by or on behalf of the Company unless the Subsidiary Borrower shall be jointly and severally liable for the Obligations of the Company at such time pursuant to Section 1.4). Each reference to the Administrative Agent in this Section 2.11 shall also be deemed to refer, and shall apply equally, to the Issuing Bank, in the case of payments required to be made by the Company to the Issuing Bank pursuant to Article III. (B) Notwithstanding the foregoing provisions of this Section 2.11, if, after the making of any Advance in any Agreed Currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency, with the result that different types of such Agreed Currency (the “New Currency”) are introduced and the type of currency in which the Advance was made (the “Original Currency”) no longer exists or any other Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or Dollars as shall be the Equivalent Amount of such payment otherwise due under the Loan Documents.38

Method of Payment. (a) All Subject to clause (z) of the definition of Eligible Currency, each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. Except as set forth in the next sentence, allAll payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeCompany, by noon (local timeLocal Time) (or, in the case of Swingline Loans, 2:00 p.m. Local Time) on the date when due. All payments made hereunder shall be applied ratably by the Administrative Agent among the Lenders in accordance with their respective pro rata shares of the aggregate amounts then due and payable hereunder (treating any voluntary prepayments as being due and payable at the time made). All payments to be made by a Borrower hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent at its Eurocurrency Payment Office for such currency, and shall be applied ratably by the Administrative Agent among the Lenders. Any payment received by Lenders in accordance with their respective Pro Rata Shares (or, in the Agent after such time shall be deemed to have been received on the following Business Day and case of any applicable interest Borrowing Subsidiary, their respective BSub Percentages) or fee shall continue to accrue. Solely for purposes their respective pro rata portions of determining the amount of Loans available for borrowing purposesTerm Loan, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionas applicable. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Administrative Agent. During the continuance of a Default under clause (b) At of Article VII, each Borrower authorizes the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant Administrative Agent to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or charge any other deposit account of the such Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder JPMCB or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. The Administrative Agent will promptly notify the applicable Borrower of any such charge. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Multicurrency Advance, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the applicable Borrower is not able to make payment to the Administrative Agent for the account of the applicable Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that such Borrower take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation (or Lending Installations in the event different Lending Installations are designated for Obligations denominated in different Agreed Currencies) of the Administrative Agent specified in writing by the Administrative Agent to the Borrower RepresentativeBorrowers, by noon 1:00 p.m. (local Central time) on the date when due and shall (except (i) with respect to repayments of Swing Line Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant . The Administrative Agent is hereby authorized to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account charge accounts of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase U.S. Bank for each payment of principal, interest interest, Reimbursement Obligations and fees as it they becomes due hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrowers to the LC Issuer pursuant to Section 2.19.6. (b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Advance was made (the “Original Currency”) no longer exists or the Borrower of such Advance is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or any other amount due under the Loan Documentsexchange regulations.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at Singapore Correspondent Lender or Netherlands Correspondent Lender, as the Agentcase may be, to such Lender’s address specified pursuant to Article XIII, or at any other Lending Installation of the Applicable Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by 12:00 noon (local time) on the date when due and shall be applied ratably by the such Applicable Agent among the Lenders. Any payment received by the Agent above-specified Lender after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent above-specified Lender for the account of any other Lender shall be delivered promptly by the Agent such Lender to such other Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such LenderLender received. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative Company pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the a Borrower maintained with the Agent. The Borrower Borrowers hereby irrevocably authorizes authorize (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the any Funding Account or any other deposit account of the Borrower Borrowers maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) Notwithstanding any other provision of this Agreement to the contrary, all payments of Obligations hereunder by (i) a Domestic Loan Party shall be made to the Agent, the Singapore Correspondent Lender or the Netherlands Correspondent Lender, (ii) a Singapore Loan Party shall be made to the Singapore Correspondent Lender and (iii) the Netherlands Borrower shall be made to the Netherlands Correspondent Lender.

Method of Payment. (a) Each Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Advance was made or, where such currency has converted to euro, in euro. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at (except as set forth in the next sentence) the Agent’s 's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower RepresentativeCompany, by 12:00 noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans, and except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Any payment received All payments to be made by the Borrowers hereunder in any currency other than Dollars shall be made in such currency on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Agent, at its Eurocurrency Payment Office for such currency and shall be applied ratably by the Agent after such time shall be deemed to have been received on among the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collectionLenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Lender and (b) At with respect to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the election funds received from the Borrowers at the address of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement 's Eurocurrency Payment Office for fees and expenses pursuant such currency. The Agent is hereby authorized to Section 9.6), and other sums payable under charge the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the any Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance Bank One for the purpose of paying each payment of principal, interest and fees the Obligations as it becomes due hereunder or any other amount due under hereunder. Each reference to the Loan Documents and agrees that all such amounts charged Agent in this Section 2.13 shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall also be deemed to have been requested refer, and shall apply equally to the LC Issuers in the case of payments required to be made by any Borrower to the LC Issuers pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents2.24.6.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIIIXIV, or at any other Lending Installation of the Administrative Agent specified in writing prior to the date of such payment by the Administrative Agent to the Borrower RepresentativeBorrower, by noon (local time) on the date when due and shall (except with respect to repayments of Swing Line Loans and except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. (b) At . The Administrative Agent is hereby authorized to charge the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase Bank One for each payment of principal, interest and fees (but, absent the existence of a Default, no other amount due hereunder) as it becomes due hereunder or hereunder; provided that so long as no Default has occurred and is continuing, the Borrower may revoke such authorization by delivering written notice in accordance with Section 14.1 hereof to the Administrative Agent at least one (1) Business Day prior to the intended date of revocation and such authorization shall be automatically reinstated while any other amount due under Default is continuing. Each reference to the Loan DocumentsAdministrative Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.20.6.

Method of Payment. (a) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the AgentExcept as otherwise expressly provided herein, all payments of principal, interest, reimbursement obligations and other amounts to be made by the Borrower under the Loan Documents shall be made to the Agent at the Principal Office for the account of each Lender's Applicable Lending Office in connection with Facility LCs, fees, premiums, reimbursable expenses (includingDollars and in immediately available funds, without limitationcondition or deduction for any counterclaim, defense, recoupment, or set-off, not later than 12:00 noon on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Unless Bank of America expressly agrees otherwise and subject to Section 4.4(a)(iv), all reimbursement for fees and expenses pursuant payments shall be applied as follows: first, with respect to Section 9.6)the Base Rate Balance outstanding under the Swingline Advances until such portion of the Loan is repaid in full, second, with respect to the Base Rate Balance outstanding under the Revolving Loan until such portion of the Loan is repaid in full, and other third, with respect to the IBOR Balance outstanding under the Swingline Advances until such portion of the Loan is paid in full. Subject to the preceding sentence, the Borrower shall, at the time of making each such payment, specify to the Agent the sums payable under the Loan DocumentsDocuments to which such payment is to be applied (and in the event that the Borrower fails to so specify, or if an Event of Default is in existence, the Agent may apply such payment to the Obligations in such order and manner as it may elect (subject to the preceding sentence) in its sole discretion, subject to Section 4.6 and provided that when applying any such amounts to any Balances, the portion of the Loan outstanding as the Base Rate Balance shall be prepaid in full prior to any application to any portion of the Loan outstanding as a Libor Balance or an IBOR Balance). Each payment received by the Agent under any Loan Document for the account of a Lender shall be paid to such Lender by 1:00 p.m. on the date the payment is deemed made to the Agent in immediately available funds, for the account of such Lender's Applicable Lending Office. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be paid from made on the proceeds next succeeding Business Day, and such extension of Advances made hereunder whether made following a request by time shall in such case be included in the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account computation of the Borrower maintained with the Agent. The Borrower hereby irrevocably authorizes (i) the Agent to make an Advance for the purpose of paying each payment of principal, interest and fees commitment fee, as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Agent to charge the Funding Account or any other deposit account of the Borrower maintained with Chase for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documentscase may be.

Method of Payment. The Issuer shall pay interest on the Notes (aexcept defaulted interest) All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent Persons who are registered Holders at the Agent’s address specified pursuant close of business on the Record Date with respect to Article XIII, or at any other Lending Installation of such Notes immediately preceding the Agent specified in writing by the interest payment date for such interest. Holders must surrender Notes to a Paying Agent to the Borrower Representative, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Solely for purposes of determining the amount of Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the day of receipt, subject to actual collection. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. (b) At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Facility LCs, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.6), and other sums payable under the Loan Documents, may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.1 or a deemed request as provided in this Section 2.17 or may be deducted from the Funding Account or any other deposit account of the Borrower maintained with the Agentcollect principal payments. The Borrower hereby irrevocably authorizes Issuer shall pay all amounts owing hereunder in U.S. dollars. With respect to payments in U.S. dollars, if (i) a Holder has given wire transfer instructions to the Issuer and the Paying Agent to make an Advance for the purpose of paying each payment of principalin writing, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Non-Ratable Loans, Swingline Loans, Overadvances and Protective Advances) and that all such Advances shall be deemed to have been requested pursuant to Section 2.1 and (ii) the Paying Agent has received such written wire transfer instruction at least 15 days prior to charge the Funding Account or any other deposit account date of the Borrower maintained relevant payment and (iii) for so long as the Notes of the relevant series are listed on Euronext Dublin, such holder has also provided such notice to the Paying Agent, then the Issuer will pay all interest, premium and Additional Amounts, if any, on that Hxxxxx’s Notes in accordance with Chase those instructions by wire transfer of same day funds to the Paying Agent who in turn will wire such funds to the Holder hereof or to such other Person as the Holder hereof may in writing to the Paying Agent direct. In all other cases, the Issuer may elect to make payments of interest, premium and Additional Amounts, if any, on a Holder’s Notes by check mailed to the Holders at their addresses set forth in the register of Holders. Payments on Notes will be made through the office or agency of the Paying Agent and Registrar for each the Notes unless the Issuer elects to make interest payments by check as previously described. If payments are made through the Paying Agent, immediately available funds for the payment of principalthe principal of (and premium, if any), interest and fees as it becomes Additional Amounts, if any, on this Note due hereunder on any interest payment date, Maturity Date, Redemption Date or any other amount due under repurchase date will be made available to the Loan DocumentsPaying Agent to permit the Paying Agent to pay such funds to the Holders on such respective dates.