Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States not later than 1:00 p.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same-day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 be included in the computation of payment of interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Company and each Borrowing Subsidiary shall make each payment hereunder from and under the Notes without set-off, counterclaim or other deduction by causing a bank account wire transfer of immediately-available funds to be initiated to the Borrower located Administrative Agent in the United States an amount equal to such payment not later than 1:00 p.m. 12:00 noon (New York City Chicago time) on the day when due in U.S. dollars to from the Administrative Agent at its address referred to in Section 8.02 in same-day funds, without set-off Company or counterclaimsuch Borrowing Subsidiary. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Sections 2.03, 2.05(b), 2.08, 2.11, 2.12, 2.15, 2.18 or 2.19) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. All such payments shall be made in Dollars, except that payments of principal of and interest on Borrowings in an Alternative Currency shall be made in such Alternative Currency or, where such Alternative Currency has converted to the Euro, in the Euro; provided that if the applicable Borrower fails to make any payment of principal or interest with respect to any Borrowing in an Alternative Currency (including the Euro) on the due date thereof because such Alternative Currency has ceased to be freely transferable and convertible into Dollars in the international currency and exchange markets, such failure shall not constitute an Event of Default or an event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, if such Borrower pays the equivalent in Dollars of such payment on the due date thereof. In addition to any such Dollar payment, such Borrower agrees to pay to each affected Bank an indemnity payment within five Business Days after such Borrower shall have received a certificate from such Bank setting forth in reasonable detail the amount of any loss, cost, damage or expense suffered by such Bank as a consequence of such inability to make any such payment in such Alternative Currency on the due date thereof. Each Bank agrees to use reasonable efforts to avoid or minimize all such loss, cost, damage or expense. (b) All computations of interest based on the Alternate Base Rate, or the Eurocurrency Rate applicable to Borrowings denominated in Sterling, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Eurocurrency Rate (as to all other currencies) or the Federal Funds Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.08 and all computations of the Facility Fee and the Utilization Fee shall be made by the Reference Banks, Administrative 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. Each determination by the Administrative Agent (or, in the case of Section 2.092.08, by the Reference Banksa Bank) of an interest rate or fee owing hereunder shall be conclusive and binding for all purposes, absent manifest errorcreate a rebuttable presumption as to the correctness of such determination. (c) Whenever any payment hereunder or under the Notes 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 feesfee, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in The Borrower (through the Administrative Agent pursuant to Section 2.01(b)(ii), the Borrower 2.7) shall make each payment and prepayment hereunder and under the Loan Notes in respect of principal, interest, expenses, indemnities, fees or other Obligations due from a bank account of the Borrower located in to the United States Administrative Agent or any Lender not later than 1:00 p.m. [***] (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 10.3 or to the Administrative Agent’s Account in immediately available, same-day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Transaction Documents to more than one Lender, then to such Lenders ratably in accordance with the Banks entitled thereto for amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by the account Borrower is in respect of their respective Applicable Lending Officesany Obligation then payable hereunder to one Lender, then to such Lender, in each case to be applied in accordance with Section 2.7. All computations of interest based on LIBOR shall be made by the terms Administrative Agent on the basis of this Agreement. a year of 360 days in each case for the actual number of days (bincluding the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of interest based on the Alternate Base Alternative Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 is payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cb) Whenever any payment hereunder 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 be included in the computation of payment of interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances All payments to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is respect of fees due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent or any Lender from the Borrower shall not have so be made such payment in full pursuant to the Administrative AgentSection 2.7, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereonwithout presentment, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agentdemand, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name protest or notice of the Borrower in any kind, all of which shall be recorded all Advances made are hereby expressly waived by such Bank to the Borrower, the interest rate and the maturity date without setoff, counterclaim or other deduction of each such Advance and all payments of principal and interest made by the Borrower any nature (other than with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained Taxes pursuant to this Section 2.14(e2.15); provided that the failure to make , and an entry with respect to an Advance action therefor shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretoimmediately accrue. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) ), on the day when due due, in U.S. dollars Dollars, except as specified in the following sentence, to the Administrative Agent at its address referred to the Agent’s Office for payments in Section 8.02 in same-day funds, immediately available funds without set-off setoff or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the applicable Lending Offices of the applicable Lenders for the account of their respective Applicable Lending Offices, in each case to be applied such payments ratably in accordance with the terms amount of this Agreementsuch principal, interest or fees due and owing to such Lenders on such date; provided, however, that amounts payable pursuant to Section 2.14 or Section 2.15 shall be paid only to the affected Lender or Lenders. Payments received by the Agent after 1:00 p.m. (New York City time) shall, at the option of the Agent, be deemed to be received on the next Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (other than computations of interest for Base Rate Term Loans calculated by reference to the Prime Rate, which shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, on the basis of a year of 360 days, in each case 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 and fees are payable). Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) a rate of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) [Reserved]. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar any Eurocurrency Rate Advances Term Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of Term Loans shall be applied as follows: first, to repay such Term Loans outstanding as Base Rate Term Loans, and second, to repay such Term Loans outstanding as Eurocurrency Rate Term Loans, with those Eurocurrency Rate Term Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon (at the Federal Funds Effective Rate for the first Business Day, and, thereafter, at the rate applicable to Base Rate Term Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, in U.S. dollars the currency specified herein (or, if no such currency is specified, in Dollars) to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes)or Section 2.14(c) or (d) (Special Provisions Governing Eurocurrency Rate Loans or BA Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the affected Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (other than computations of interest (i) for Base Rate Loans or Swing Loans denominated in Sterling which shall be made by the Administrative Agent on the basis of 365 or 366 days, as the case may be, when determined by reference to the Prime and (ii) for BA Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate Loans which shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, Agent on the basis of a year of 360 365 days), in each case 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) a rate of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by a Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar any Eurocurrency Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans or Term Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurocurrency Rate Loans, with those Eurocurrency Rate Loans having earlier expiring Eurocurrency Interest Periods being repaid prior to those having later expiring Eurocurrency Interest Periods. (de) Unless the Administrative Agent shall have received notice from any Borrower to the Borrower Lenders prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon (at the Interbank Rate for the first Business Day, and, thereafter, at the rate applicable to U.S. Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(c) (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of any Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay all other Secured Obligations then due and payable and third, as the Company so designates. Payments in respect of Swing Loans received by the Administrative Agent shall maintain on its books a set be distributed to the Swing Loan Lenders (in accordance with such Swing Loan Lender's Swing Loan Allocation of accounts all Swing Loans), as applicable; payments in which respect of any Revolving Loan received by the Administrative Agent shall be recorded all Advances made distributed to each Revolving Credit Lender in accordance with such Lender's Ratable Portion of the applicable Revolving Credit Commitments; payments in respect of any Term Loan received by the Banks Administrative Agent shall be distributed to the Borrower, the interest rates and maturity dates each U.S. Term Lender or Canadian Term Lender in accordance with such Lender's Ratable Portion of such Advances applicable Term Loans; and all payments of principal fees and interest made thereon. In case all other payments in respect of any discrepancy between other Obligation shall be allocated among such of the entries Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions. (g) Each Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(c) (Mandatory Prepayments) and clause (f) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies) shall, deliver a Blockage Notice to each Deposit Account Bank for each Approved Deposit Account and apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Borrower; (ii) second, to pay Secured Obligations in respect of any expense reimbursements or indemnities and Cash Management Obligations then due to the Administrative Agent’s books ; (iii) third, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the entries Issuers; (iv) fourth, to pay Secured Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (vi) sixth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), and to pay Cash Management Obligations and amounts owing with respect to Hedging Contracts, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, Cash Management Obligations, and Obligations owing with respect to Hedging Contracts; and (vii) seventh, to the ratable payment of all other Secured Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any Bank’s booksof clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above, the available funds being applied with respect to any such Bank’s records Secured Obligation (unless otherwise specified in such clause) shall be considered correctallocated to the payment of such Secured Obligation ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the absence aggregate outstanding Secured Obligations described in such clauses; provided, further, that payments that would otherwise be allocated to the Revolving Credit Lenders shall be allocated first to repay Swing Loans until such Loans are repaid in full and then to repay the Revolving Loans. In providing for such allocation, the Administrative Agent shall be entitled to take into account the provisions of manifest errorSection 11.7 (Sharing of Payments, Etc.) and each Lender in any particular Facility that might otherwise be entitled, based on the particular Collateral securing the Secured Obligations under such Facility, to receive any greater proportion of the Collateral than the Lenders in any other Facility may be entitled to receive, shall be deemed to have made the purchases described in Section 11.7 (Sharing of Payments, Etc.) from such other Lenders such that, after giving effect to such purchases, each Lender's interest in the aggregate Secured Obligations is equal to such Lender's Ratable Portion of the aggregate Secured Obligations at the time of such purchase. The order of priority set forth in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrowers, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses (i), (ii), (iii) and (iv) above may be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Company shall make each payment hereunder from a bank account of the Borrower located without condition or deduction for any counterclaim, defense, recoupment or setoff (i) in the United States case of amounts due pursuant to Sections 2.03 and 2.07(b), not later than 1:00 p.m. 2:00 P.M. (New York City time), and (ii) in all other cases, not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars lawful money of the United States of America to the Administrative Agent Agent, for the account of the applicable L/C Issuer or the Banks, as appropriate, at its address referred to in Section 8.02 8.02, in same-same day funds, without set-off or counterclaimexcept that payments pursuant to Sections 2.08, 2.16, 8.06 and 8.07 shall be made directly to the Person entitled thereto. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto shall distribute any such payments received by it for the account of their respective Applicable Lending Offices, in each case any other Person to be applied in accordance with the terms appropriate recipient promptly following receipt thereof. Computations of this Agreement. the fees hereunder and the Base Rate (b) All computations of interest based if calculated on the Alternate Base basis of the Administrative Agent’s prime rate) and Default Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days365/366 day year, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 elapsed. Computations of the period for which such interest or fees are payable. Each determination Base Rate (if calculated on the basis of the Federal Funds Rate) shall be made by the Administrative Agent on the basis of a 360 day year for the actual number of days (or, in including the case of Section 2.09, by first day but excluding the Reference Bankslast day) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest errorelapsed. (cb) Whenever If, after the Administrative Agent has paid to any payment hereunder shall be stated L/C Issuer or any Bank any amount pursuant to be due on a day other than a Business Daysubsection (a) above, such payment shall is rescinded or must otherwise be made on returned or must be paid over by the next succeeding Business DayAdministrative Agent or any L/C Issuer to any Person, and whether pursuant to any bankruptcy or insolvency law, or otherwise, such extension Bank shall, at the request of time shall be included in the computation of payment of interest Administrative Agent or feessuch L/C Issuer promptly repay to the Administrative Agent or such L/C Issuer, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due its ratable share of such Bank. If and payment, together with any interest required to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to be paid by the Administrative Agent forthwith on demand or such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower L/C Issuer with respect to such Advancespayment. The obligation Upon each Bank’s repayment in full of its ratable share of such payment, the Company agrees that to the extent of such repayment, such Bank shall be deemed to be a direct creditor of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretoCompany. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment required to be made by it hereunder from a bank account and under the Notes, irrespective of the Borrower located in the United States any right of counterclaim or set-off, not later than 1:00 p.m. P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to for the account of the applicable Lender, in Section 8.02 the Administrative Agent’s Account, in same-US Dollars in same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks payment of principal or interest or fees ratably (other than amounts payable pursuant to Sections 2.07, 2.10, 2.14 or 10.04(b)) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.02, from and after the effective date specified in each Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest with respect to the Advances based on clause (a) of the Alternate definition of Base Rate and of fees (other than the commitment fee) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of (i) interest with respect to the Term Loans based on clause (b) of the Adjusted CD definition of Base Rate, the Eurodollar Rate or the Fixed Federal Funds Rate and (ii) interest pursuant to Section 2.07 shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 interest, fee or fees are commission is payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.07, by the Reference Banksa Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 and fees, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender, together with interest thereon, for each day from the date such amount is distributed to such Bank Lender, until the date such Bank Lender repays such amount to the Administrative Agent, Agent at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes, without set-off, deduction, or counterclaim, not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent in same day funds by deposit of such funds to the Agent’s account maintained at its address referred to the Payment Office for Dollars in Section 8.02 in same-day funds, without set-off or counterclaimNew York City. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04) to the applicable Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate determined pursuant to clause (a) or (b) of the definition thereof shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition ; all computations of Alternate Base Rate in Section 1.01) and interest based on the basis of a year of 360 days at all other timesEurocurrency Rate or the Federal Funds Rate, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate Commitment Fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 Commitment Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 feesCommitment Fees, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business DayDay and such contraction of time shall in such case reduce the days included in the computation of payment of interest. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower Each Credit Party shall make each payment hereunder from a bank account of the Borrower located in the United States to be made by it not later than 1:00 2:00 p.m. (New York City time) on the day when due in U.S. dollars Dollars (i) to the Administrative Agent at its address referred to in Section 8.02 8.2 (excluding, for such purpose, any address to which copies are to be sent), (ii) in same-the case of Exposure Fees, directly to the respective Banks entitled thereto or (iii) in the case of fees referred to in Section 2.4(a), directly to the respective Agent or Joint Lead Arranger entitled thereto, in each case in same day funds, without set-off deduction, counterclaim or counterclaimoffset of any kind. The In the case of the foregoing clause (i), the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks payment of any amount payable to any Bank to such Bank. In no event shall any Bank be entitled thereto for the account of their respective Applicable Lending Officesto share any fee paid to any Agent or a Joint Lead Arranger, in each case as such, or any amount applied to be applied in accordance with the terms of this Agreementreimburse any Agent or a Joint Lead Arranger, as such, as contemplated by any Credit Document. (b) All computations of interest based on the Alternate Base Rate and fees hereunder shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 feesany fee hereunder, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless Payments and deliveries under each Qualifying Hedge shall be effected directly between the Administrative Agent shall have received notice from parties to, and in accordance with, such Qualifying Hedge, except as provided in Sections 2.7 and 2.10. If the Borrower prior Counterparty or any Bank fails to the date on which make any payment is due or delivery required under a Qualifying Hedge, the Counterparty (or, if the Counterparty has so failed to the Banks hereunder that the Borrower will not make such a payment in fullor delivery, the Administrative Bank party to such Qualifying Hedge) shall notify the Computation Agent may assume that of such failure by the Borrower has made end of the Business Day next following such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to failure specifying the amount then due thereof and identifying the Qualifying Hedge to which such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Ratefailure pertains. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes without set-off or counterclaim not later than 1:00 p.m. 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks entitled thereto payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Sections 2.09, 2.13, 2.17 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Alternate Base Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate LIBOR or the Fixed Federal Funds Rate (for all purposes other than the calculation of the Base Rate) and of Letter of Credit commissions and facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banksa Lender, 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 interest, commissions or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banksa Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest calculation or demonstrable error. (c) Whenever any payment hereunder or under the Notes 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 interest, commissions or fees, as the case may be; provided that, provided, however that if such extension would cause payment of interest on or principal of Eurodollar Rate LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made or will make such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same-day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, ; and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate rate, and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates rates, and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s 's books and the entries in any Bank’s 's books, such Bank’s 's records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Applicants shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 3:00 p.m. (New York City London time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the applicable Participants, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.18, Section 2.19 or Section 2.17(c) or (d) shall be paid only to any affected Participant. Payments received by the Administrative Agent after 3:00 p.m. (London time) shall be deemed (in each case the Administrative Agent’s sole discretion) to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of the actual number of days elapsed (in each case calculated to include the first day but exclude the last day) (i) over a year of 365 or 366 days, as the case may be, in the case of interest accruing at the Base Rate when the Base Rate is determined by reference to the Prime Rate Rate, and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of over a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (d) Unless [Reserved]. (e) Subject to the provisions of clause (f) below and the provisions of Section 2.12 with respect to the application of mandatory prepayments and Section 2.23, all payments and any other amounts received by the Administrative Agent from or for the benefit of any Applicant shall be applied as follows: first, to pay any portion of the Obligations the Administrative Agent may have received notice from the Borrower prior advanced pursuant to the date on express provisions of this Agreement and which have not been reimbursed, second, to pay all other Obligations then due and payable, and third, as the Applicants so designate. (f) Each Applicant hereby irrevocably waives the right to direct the application of any payment is due to and all payments in respect of the Banks hereunder that Obligations and any net proceeds of Collateral after the Borrower will not make occurrence and during the continuance of an Event of Default, whether from a Credit Party’s sale of Collateral or the Collateral Agent’s or any Secured Party’s receipt of proceeds from any exercise of remedies, and each Applicant and each Participant agrees that, during such payment in fulltime, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Collateral Agent may, and upon either (A) the written direction of the Requisite Participants or (B) the acceleration of the Obligations pursuant to Section 9.2 shall, apply all payments in reliance upon such assumptionrespect of any Obligations and all other proceeds of Collateral, cause in the following order (subject to be distributed any adjustments under Section 2.23(a)(ii)): first, to each Bank on such due date an amount equal to the amount pay Obligations in respect of any expense reimbursements or indemnities and any fees then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank the Collateral Agent and the Issuers; second, to pay Obligations in respect of any expense reimbursements or indemnities and any fees then due to the Participants; third, to pay interest on and then principal of the Reimbursement Obligations owed to any Issuer for which such Issuer has not then been reimbursed by any Participant or the Applicants; and fourth, to pay or prepay Reimbursement Obligations and other Obligations and to provide cash collateral for outstanding Undrawn Amounts in the manner described in Section 9.3, ratably to the aggregate amount of such Reimbursement Obligations and Undrawn Amounts; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses first through fourth above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall repay be allocated to the payment of such Obligations ratably, based on the proportion of the interest of the Agent, Participant, Issuer or other Person holding such Obligations in the aggregate outstanding Obligations described in such clauses. If any Secured Party collects or receives any amounts or obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Obligations to which it is not entitled under or in excess of the amount it would be entitled under this Section 2.16(f) if such payment had been received by the Administrative Agent or the Collateral Agent, such Secured Party shall hold the same in trust for the applicable Secured Parties entitled thereto and shall forthwith on demand such amount distributed deliver the same to such Bank together with interest thereonthe Collateral Agent, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant Secured Parties, to be applied in accordance with this Section 2.14(e2.16(f); provided that , in each case until the failure to make an entry with respect to an Advance shall not affect the obligations prior payment in full in cash of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount applicable Obligations of such Advance and of any amounts paid or payable with respect theretoSecured Parties. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 in same-same day funds, without set-off or counterclaim, by deposit of such funds to the Agent’s account maintained at the Payment Office in New York City. The Administrative Agent will give the Borrower prior notice of the due date of the principal of any Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Borrower’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.11, 2.15 or 2.20 or as contemplated by Section 2.24) to the applicable Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate Bank of America’s prime rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Rate and of fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.11 shall be made by the Reference Banksa Bank, 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. Each determination by the Administrative Agent (or, in the case of Section 2.092.11, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 cases be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the Borrower to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent it on such date and the Administrative Agent it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative AgentAgent as applicable, each Bank shall repay to the Administrative Agent as applicable, forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, Agent at the Federal Funds Effective Overnight Rate, plus any administrative, processing or similar fees customarily charged in connection with the foregoing. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States to be made by it not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 8.2 (excluding, for such purpose, any address to which copies are to be sent), in same-each case in same day funds, without set-off deduction, counterclaim or counterclaimoffset of any kind. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto like funds relating to the payment of principal, interest or any fees payable to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank or Issuing Bank to such Bank or Issuing Bank, as the case may be, for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. In no event shall any Bank be entitled to share any fee paid to the Agent pursuant to Section 2.11(a), any other fee paid to the Agent, as such, any amount applied to reimburse the Agent as contemplated by Section 2.2(k), Section 2.5(d), Section 6.2 or any other provision of any Credit Document or any Fronting Fee, other fee, cost or charge paid to an Issuing Bank pursuant to Section 2.11(b)(i). (bi) All computations of interest based on clause (a) of the Alternate definition herein of “Base Rate Rate” shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of a year of 360 days at all other times, and all computations of Letter of Credit Fees, Commitment Fees, Fronting Fees and all other fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Rate and interest pursuant to Section 2.17 shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 interest, Letter of Credit Fees, Commitment Fees, Fronting Fees or other fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 interest, Commitment Fee, Letter of Credit Fee, Fronting Fee or feesany other fee hereunder, as the case may be; provided provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due by such Borrower to the Banks any Bank hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such BankBank hereunder. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 3:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Applicable Administrative Agent at its address referred to in Section 8.02 11.8 in same-day funds, immediately available funds without set-off or counterclaim. The Applicable Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.18, Section 2.19 or Section 2.17(c) or (d) shall be paid only to any affected Lender. Payments received by any Administrative Agent after 3:00 p.m. (New York time) shall be deemed (in each case such Administrative Agent’s sole discretion) to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Applicable Administrative Agent on the basis of the actual number of days elapsed (in each case calculated to include the first day but exclude the last day) (i) over a year of 365 or 366 days, as the case may be, in the case of interest accruing at the Base Rate when the Base Rate is determined by reference to the Prime Rate Rate, and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of over a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Applicable Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans under any Facility shall be applied as follows: first, to repay Loans under such Facility outstanding as Base Rate Loans and then, to repay Loans under such Facility outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the an Administrative Agent shall have received notice from the Borrower Borrowers prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the such Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the such Administrative Agent on such date and the such Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Borrowers shall not have so made such payment in full to the such Administrative Agent, each Bank applicable Lender shall repay to the such Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first three Business Days, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the such Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank Subject to the Borrower, the interest rate provisions of clause (f) below and the maturity date provisions of each such Advance and all payments of principal and interest made by the Borrower Section 2.12 with respect to such Advances. The obligation the application of mandatory prepayments, all payments and any other amounts received by the Administrative Agents from or for the benefit of any Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Borrower Loans an Administrative Agent may have advanced pursuant to repay the Advances made express provisions of this Agreement on behalf of any Lender, for which such Administrative Agent has not been reimbursed by each Bank and such Lender or the Borrowers, second, to pay interest thereon shall be evidenced by the entries from time to time made all other Obligations as provided in the loan account Loan Documents, and third, as the Borrowers so designate. Payments in respect of Loans or Reimbursement Obligations received by an Administrative Agent shall, subject to Section 2.23, be distributed to each applicable Lender in accordance with such Bank maintained pursuant Lender’s Ratable Portion (calculated (i) in the case of principal payments, without giving effect to this Section 2.14(e); provided the Commitments of any Defaulting Lender that the failure to make an entry with respect to an Advance shall has not affect the obligations fully funded its share of the Borrower hereunder with respect to such Advance. In Loans or Reimbursement Obligations being repaid and (ii) in the case of interest and fee payments, without giving effect to the Commitments of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of Defaulting Lender for the amount of interest, Revolving Commitment Fees or Letter of Credit Participation Fees payable in respect of Loans or Letter of Credit Obligations for which such Advance Defaulting Lender has not fully funded its share of the Loan or Letter of Credit Obligations) and of any amounts paid or payable as adjusted in accordance with respect theretoSection 2.15(f) and Section 2.23(a)(iv). (f) The Administrative Agent shall maintain on its books a set Each Borrower hereby irrevocably waives the right to direct the application of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case any net proceeds of Collateral after the occurrence and during the continuance of an Event of Default, whether from a Loan Party’s sale of Collateral or the Collateral Agent’s or any Secured Party’s receipt of proceeds from any exercise of remedies, and each Borrower and each Lender agrees that, during such time, each Administrative Agent may, and upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, shall, apply all payments in respect of any discrepancy between the entries in the Administrative Agent’s books Obligations and the entries in any Bank’s books, such Bank’s records shall be considered correctall other proceeds of Collateral, in the absence following order (subject to any adjustments under Section 2.23(a)(ii)): first, to pay interest on and then principal of manifest error(i) the Loans that any Administrative Agent may have advanced on behalf of any Lender for which such Administrative Agent has not then been reimbursed by such Lender or the Borrowers and (ii) the Reimbursement Obligations owed to any Issuer for which such Issuer has not then been reimbursed by any Lender or the Borrowers; second, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to any Administrative Agent or the Collateral Agent; third, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the Lenders and the Issuers; fourth, to pay Obligations in respect of any fees then due to any Administrative Agent, the Collateral Agent, the Lenders and the Issuers; fifth, to pay interest then due and payable in respect of the Loans (ratably to the aggregate principal amount of such Loans) and Reimbursement Obligations; and sixth, to pay or prepay the Loans, Applicable Premium, Reimbursement Obligations and other Obligations including to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3, ratably to the aggregate amount of such Loans, Reimbursement Obligations, other Obligations and Letter of Credit Undrawn Amounts; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses first through sixth above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the interest of the Agent, Lender, Issuer or other Person holding such Obligations in the aggregate outstanding Obligations described in such clauses. If any Secured Party collects or receives any amounts or obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Obligations to which it is not entitled under or in excess of the amount it would be entitled under this Section 2.16(f) if such payment had been received by an Administrative Agent or the Collateral Agent, such Secured Party shall hold the same in trust for the applicable Secured Parties entitled thereto and shall forthwith deliver the same to an Administrative Agent, for the account of such Secured Parties, to be applied in accordance with this Section 2.16(f), in each case until the prior payment in full in cash of the applicable Obligations of such Secured Parties.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States under any Loan Document not later than 1:00 p.m. (New York City time) 11:00 A.M. on the day when due in U.S. dollars to the Administrative Agent at its address referred to Payment Office in Section 8.02 in same-same day fundsfunds without setoff, without set-off deduction or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.6, 2.11, 2.14, 2.17 or 8.4(b)) to the Banks entitled thereto (decreased, as to any Bank, for any taxes withheld in respect of such Bank as contemplated by Section 2.14(b)) for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate (except during such times as the Base Rate is determined pursuant to clause (a) of the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference and, subject to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times8.8, and all computations of fees and of interest based on the Adjusted CD Eurodollar Rate, the Eurodollar Federal Funds Rate or or, during such times as the Fixed Base Rate is determined pursuant to clause (a) of the definition thereof, the Base Rate and all computations of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.6 shall be made by the Reference Banksa Bank, 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 facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.6, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 feesfacility fee, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall shall, subject to Section 8.8, repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the earlier of (i) the date such Bank repays such amount to the Administrative AgentAgent and (ii) the date two Business Days after the date such amount is so distributed, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in Rate and thereafter until the name of the Borrower in which shall be recorded all Advances made by date such Bank repays such amount to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by at the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest errorFederal Funds Rate plus 2%.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) below for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.14(c) (Special Provisions Governing Eurodollar Rate Loans), Section 2.15 (Capital Adequacy), or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 1:00 p.m. (New York time) shall, at the option of the Administrative Agent, be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of interest accruing at the Base Rate, 365 days or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, on the basis of a year of 360 daysapplicable), 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) a rate of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrower of any Loan (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in Dollars. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. Unless otherwise specified by the Borrower, all repayments of any Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Except for (i) payments and other amounts received by the Administrative Agent shall maintain on for its books a set of accounts in own account or (ii) payments and other amounts received pursuant to Section 2.09 (Mandatory Prepayments), which such payments and other amounts shall be recorded applied in accordance with the terms of such Section, all Advances made payments and any other amounts received by the Banks Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest errorBorrower so designates.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States to be made by it not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 8.2 (excluding, for such purpose, any address to which copies are to be sent), in same-each case in same day funds, without set-off deduction, counterclaim or counterclaimoffset of any kind. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto like funds relating to the payment of principal, interest or any fees payable to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank or Issuing Bank to such Bank or Issuing Bank, as the case may be, for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Agent will promptly pay to the Collateral Agent like funds relating to the payment of any amount payable to the Collateral Agent. In no event shall any Bank be entitled to share any fee paid to the Agent or Collateral Agent pursuant to Section 2.11(a), any other fee paid to the Agent or Collateral Agent, as such, any amount applied to reimburse the Collateral Agent as contemplated by Section 2.2(k), Section 2.5(d), Section 6.2 or any other provision of any Credit Document or any Fronting Fee, other fee, cost or charge paid to an Issuing Bank pursuant to Section 2.11(b)(i). (bi) All computations of interest based on clause (a) of the Alternate definition herein of “Base Rate Rate” shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of a year of 360 days at all other times, and all computations of Letter of Credit Fees, Commitment Fees, Fronting Fees and all other fees and of interest based on the Adjusted CD Eurodollar Rate, the Eurodollar Federal Funds Rate or the Fixed Rate and interest pursuant to Section 2.17 shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 interest, Letter of Credit Fees, Commitment Fees, Fronting Fees or other fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 interest, Commitment Fee, Letter of Credit Fee, Fronting Fee or feesany other fee hereunder, as the case may be; provided provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due by such Borrower to the Banks any Bank hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such BankBank hereunder. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars and without offset or counterclaim to the Administrative Agent at its address referred to in Section 8.02 9.2 in same-same day funds, without set-off or counterclaimand, in the case of a payment made to the Administrative Agent for the account of the Lenders, such payment shall be deemed to have been received by the Lenders upon receipt thereof by the Administrative Agent. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks Lenders entitled thereto for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate (when based on the prime rate) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or Federal Funds Rate (including the Fixed Base Rate when based on the Federal Funds Rate) shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.9 shall be made by the Reference Banksa Lender, 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 is payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.9, by the Reference Banksa Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 feesany fee payable or contemplated hereunder, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the to be made by such Borrower located in the United States hereunder, without condition or deduction for counterclaim, defense, recoupment or setoff, not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.08, 2.12 or 2.15 hereof and except as provided otherwise in Sections 2.15(b) and 8.11) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Each Borrower hereby authorizes each Bank, if and to the extent payment owed by such Borrower to such Bank is not made (to such Bank or to the Administrative Agent for such Bank) when due hereunder, to charge from time to time against any or all of such Borrower’s accounts with such Bank any amount so due. (c) All computations of interest based on clause (a) of the Alternate definition of “Base Rate Rate” shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on clause (b) or (c) of the Adjusted CD definition of “Base Rate, ” or on the Eurodollar Rate or the Fixed Rate and Commitment Fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.08 shall be made by the Reference Banksa Bank, in each case on the basis of a year of 360 days, in each case days 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. Each determination by the Administrative Agent (or, in the case of Section 2.092.08 hereof, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder 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 fees, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the such Borrower prior to the date on which any payment is due to the Banks hereunder from such Borrower that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the 44 Credit Agreement FMC Corporation application of payments set forth in Section 2.8(d) (Mandatory Prepayments) and in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.14 (Capital Adequacy), 2.15 (Taxes) or Section 2.13(c) (Increased Costs) or (d) (Illegality) shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans or Term Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Except for payments and other amounts received by the Administrative Agent and applied in accordance with the name provisions of clause (f) below (or required to be applied in accordance with Section 2.8(d) (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower in which shall be recorded all Advances made applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank to Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the interest rate and Borrower so designates. Payments in respect of Revolving Loans received by the maturity date Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term Loans received by the Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Advance Lender's Ratable Portion of the Term Loans; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower to repay the Advances made by each Bank Lenders and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of Issuers as are entitled thereto and, for such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks payments allocated to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correctLenders, in the absence of manifest errorproportion to their respective Ratable Portions.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks entitled thereto payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10, 2.14. 2.18 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Rate (for all purposes other than the calculation of the Base Rate) and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.10 shall be made by the Reference Banksa Lender, 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 facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.10, by the Reference Banksa Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest calculation or demonstrable error. (c) Whenever any payment hereunder or under the Notes 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 feesfacility fee, as the case may be; provided thatprovided, however that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States under any Loan Document not later than 1:00 p.m. (New York City time) 11:00 A.M. on the day when due in U.S. dollars to the Administrative Agent at its address referred to Payment Office in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with the terms of this Agreement.like (b) All computations of interest based on the Alternate Base Rate (except during such times as the Base Rate is determined pursuant to clause (b) of the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference and, subject to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times8.8, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate, the Federal Funds Rate or or, during such times as the Fixed Base Rate is determined pursuant to clause (b) of the definition thereof, the Base Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.6 shall be made by the Reference Banksa Bank, 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 is payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.6, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest is made payable under any Note at any rate or percentage for or based on a period of three hundred sixty days (360), the yearly rate or percentage of interest to which such rate or percentage of interest is equivalent is the rate or percentage stipulated herein multiplied by the actual number of days in the applicable year divided by three hundred sixty (360). The foregoing sentence is for disclosure purposes only and shall not otherwise affect the terms of any Note as set forth herein. (c) Whenever any payment hereunder or under the Notes 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 feesinterest; provided, as the case may be; provided thathowever, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall shall, subject to Section 8.8, repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the earlier of (a) the date such Bank repays such amount to the Administrative AgentAgent and (b) the date two Business Days after the date such amount is so distributed, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.,

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day fundsimmediately available funds without deduction, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13 (Payments and Computations), as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.14(c) (Increased Costs), Section 2.14(e) (Breakage Costs), Section 2.15 (Capital Adequacy) or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 1:00 p.m. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest and of fees based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 365/366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, be and all computations of all other interest and all fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of clause (f) of this Section 2.13 (Payments and Computations) (and except as otherwise provided in Section 2.9 (Mandatory Prepayments), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded all Advances made applied as follows: first, to pay principal of and interest on any portion of the Loans that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank to Lender or the Borrower, second, to pay all other Obligations then due and payable, and third, as the interest rate and Borrower so designates. Payments in respect of Swing Loans received by the maturity date Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Advance Lender's Ratable Portion; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto, and, for such payments allocated to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The During the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that, notwithstanding the provisions of Section 2.9 (Mandatory Prepayments)and clause (e) above, the Administrative Agent may, and shall maintain upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), apply all payments (subject in any event to the restrictions set forth in Section 9.3 (Actions in Respect of Letters of Credit) in respect of the application of amounts funded to a Cash Collateral Account in respect of outstanding Letter of Credit Obligations) in respect of any Obligations and all funds on its books deposit in any Cash Collateral Account (including all proceeds arising from a set Reinvestment Event that are held in the Cash Collateral Account pending application of accounts such proceeds as specified in a Reinvestment Notice) and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent; (iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (vi) sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (vii) seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, and Obligations owing with respect to Hedging Contracts; and (viii) eighth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses first through eighth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be recorded all Advances made allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this clause (f) may at any time and from time to time be changed by the Banks agreement of all Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this clause (f) may be changed only with the interest rates prior written consent of the Administrative Agent in addition to all Lenders. The order of priority in clause second above may be changed only with the prior written consent of all Lenders and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books . (g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the entries in any Bank’s books, such Bank’s records shall Revolving Loans may be considered correct, in paid from the absence proceeds of manifest error.Swing

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Obligor shall make each payment hereunder from a bank account under this Agreement in immediately available funds (a) representing reimbursement pursuant to Section 2.04 to the Bank of drawings made under the Borrower located in Letter of Credit before the United States not later than 1:00 p.m. close of business (New York City 5:00 p.m., Kalamazoo, Michigan time) on the day when drawn by the Trustee, and (b) not later than 12:00 noon, Kalamazoo, Michigan time, for all other payments, on the day when due in U.S. dollars lawful money of the United States of America to the Administrative Agent Bank (i) at its address referred to in Section 8.02 in same-same day funds, without setor (ii) by federal funds transfer to the Bank's ABA No. 000-off 000-000 at The Federal Reserve Bank of Chicago, Detroit Branch, for credit to wire in process Account No. GL 151804/0000000 referencing National City Bank of Michigan/Illinois Letter of Credit No. RCL010120 (The County of Pxxxxx Industrial Development Agency - Dynacept Corporation Project) or counterclaim(iii) by automatic debit from immediately available amounts in an account of the Obligor maintained by the Bank. The Administrative Agent will promptly thereafter cause to be distributed like funds Obligor authorizes the Bank, if and to the Banks entitled thereto for extent payment is not made when due under this Agreement, to charge from time to time against any of the account of their respective Applicable Lending Offices, in each case to be applied in accordance Obligor's accounts with the terms Bank or with any financial institution affiliated with the Bank any amount so due. Computations of the Prime Rate, the Default Rate and of any fees or commissions under this Agreement. (b) All computations of interest based on the Alternate Base Rate Agreement shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and Bank on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 payablecalculation period. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder to be made under this Agreement shall be stated to be due on a day other than that is not 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 interest, fee or feescommission, as the case may be; provided that. All payments of principal, premium, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in any, interest, fees, and all other sums due under this Agreement from the next following calendar month, such payment Obligor shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due Bank without deduction, setoff, defense or counterclaim. All payments received by the Bank shall be applied (1) to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full of all amounts other than principal or interest due under this Agreement; (2) to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal payment of interest; (3) to the amount then due such Bank. If payment of principal; and (4) to the extent the Borrower shall not have so made such payment in full to the Administrative Agentof premium, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rateif any. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to the Agent’s Account in Section 8.02 in same-same day funds, without set-off off, counterclaim or counterclaimdeduction, in each case as expressly provided herein. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks entitled thereto payment of principal or interest or facility fees or utilization fees ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 2.17) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate (except when calculated by reference to the Federal Funds Effective Rate) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Effective Rate and of facility fees and utilization fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 interest, facility fees or utilization fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest errorerror in the calculation of such interest rate. (c) Whenever Except as otherwise set forth herein, whenever any payment hereunder or under the Notes 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 interest, facility fee or feesutilization fee, as the case may be; provided provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Agent for the account of the Lenders hereunder that the Borrower will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal distribute to the Lenders the amount then due due. In such Bank. If and to the extent event, if the Borrower shall has not have so in fact made such payment in full payment, then each of the Lenders severally agrees to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Bank together Lender, with interest thereon, for each day from and including the date such amount is distributed to such Bank until it to but excluding the date such Bank repays such amount of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books Rate and a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made determined by the Borrower Agent in accordance with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretobanking industry rules on interbank compensation. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account and under the Notes, irrespective of the Borrower located any right of counterclaim or set-off (except as otherwise provided in the United States Section 2.13), not later than 1:00 p.m. 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to the Administrative Agent’s Account in Section 8.02 in same-same day funds, without set-off or counterclaim. with payments being received (b) The Administrative Agent will promptly thereafter cause to be distributed like funds Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the Banks entitled thereto for the account of their respective Applicable Lending Officesextent payment owed to such Lender Party is not made when due hereunder or, in each the case of a Lender, under the Note held by such Xxxxxx, to be applied in accordance charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with the terms of this Agreementsuch Lender Party any amount so due. (bc) All computations of interest based on part (a) of the Alternate definition of Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD RateTerm SOFR, the Eurodollar Rate Daily Simple SOFR or the Fixed Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 interest, fees or fees commissions are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes 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 feescommitment fee, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Term SOFR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank such Lender Party on such due date an amount equal to the amount then due such BankLender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender Party together with interest thereon, for each day from the date such amount is distributed to such Bank Lender Party until the date such Bank Lender Party repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Whenever any payment received by the Administrative Agent shall maintain on its books a set under this Agreement or any of accounts the other Loan Documents is insufficient to pay in which shall be recorded full all Advances made by the Banks amounts due and payable to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.the

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 12:00 noon (New York City time) on the day when due due, in U.S. dollars the Applicable Currency, to the Administrative Agent at its address referred an account designated from time to time by the Administrative Agent at a bank in Section 8.02 New York City (or, in same-day fundsthe case of payments in euro, at an account designated from time to time by the Administrative Agent as the place for payments in euro) in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; PROVIDED, in each case HOWEVER, that amounts payable pursuant to Section 2.14(c), Section 2.14(e), Section 2.15 or Section 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 12:00 noon (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on clause (a) of the Alternate definition of Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees interest and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever Except as otherwise specified herein, whenever any payment hereunder 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 fees, as the case may be; provided thatPROVIDED, HOWEVER, that if such extension would cause payment of interest on or principal of Eurodollar any LIBO Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans, Tranche A (Euro) Term Loans or Tranche B Term Loans shall be applied as follows: FIRST to repay such Loans outstanding as Base Rate Loans and THEN to repay such Loans outstanding as LIBO Rate Loans with those LIBO Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Effective Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of clause (f) of this Section 2.13 and except as otherwise provided in Section 2.9, all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded applied FIRST, to pay all Advances made Obligations then due and payable; and SECOND, as the Borrower so designates. Payments in respect of Swing Loans received by such Bank the Administrative Agent shall be distributed to the Borrower, Swing Loan Lender; payments in respect of Revolving Loans received by the interest rate and Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender's Ratable Portion of the maturity date Revolving Credit Commitments; payments in respect of the Tranche A (Euro) Term Loans received by the Administrative Agent shall be distributed to each Tranche A (Euro) Term Loan Lender in accordance with such Advance Lender's Ratable Portion of the Tranche A (Euro) Term Loans; payments in respect of the Tranche B Term Loans received by the Administrative Agent shall be distributed to each Tranche B Term Loan Lender in accordance with such Lender's Ratable Portion of the Tranche B Term Loans; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto, and, if to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default, and agrees that, if an Event of Default has occurred and is continuing, the Administrative Agent may, and shall maintain upon either (A) the written direction of the Requisite Revolving Credit Lenders, the Requisite Tranche A (Euro) Term Loan Lenders and the Requisite Tranche B Term Loan Lenders or (B) the acceleration of the Obligations pursuant to Section 7.2, apply all payments in respect of any Obligations and all funds on its books deposit in any Cash Collateral Accounts (including all proceeds arising from any Reinvestment Event that are held in a set Cash Collateral Account pending application thereof as specified in a Reinvestment Notice) and all other proceeds of accounts Collateral in which the following order: (i) FIRST, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent; (ii) SECOND, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (iii) THIRD, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (iv) FOURTH, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (v) FIFTH, to pay or prepay principal payments on the Loans and Reimbursement Obligations and any Obligations owing with respect to Hedging Contracts and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 7.3, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and Obligations owing with respect to Hedging Contracts; and (vi) SIXTH, to the ratable payment of all other Obligations; PROVIDED, HOWEVER, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of clauses FIRST through SIXTH, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be recorded all Advances made allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses FIRST through SIXTH of this Section 2.13(f) may at any time and from time to time be changed by the Banks agreement of the Requisite Revolving Lenders and the Requisite Term Loan Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses FIRST through THIRD of this Section 2.13(f) may be changed only with the interest rates prior written consent of the Administrative Agent in addition to the Requisite Revolving Credit Lenders, the Requisite Tranche A (Euro) Term Loan Lenders and maturity dates of such Advances and all payments of principal and interest made thereon. In case Requisite Tranche B Term Loan Lenders. (g) The Administrative Agent reserves the right to apply against the repayment of any discrepancy between the entries in the Administrative Agent’s books and the entries Obligations owing in any Bank’s bookscurrency, any repayment and other amounts that may be applied in accordance with other provisions of this Agreement to repay such Bank’s records shall be considered correctObligations, regardless of the currency in the absence of manifest errorwhich such repayments and amounts were received or are held.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States to be made by it not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 8.2 (excluding, for such purpose, any address to which copies are to be sent), in same-each case in same day funds, without set-off deduction, counterclaim or counterclaimoffset of any kind. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto like funds relating to the payment of principal, interest or any fees payable to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank or Issuing Bank to such Bank or Issuing Bank, as the case may be, for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. The Agent will promptly pay to the Collateral Agent like funds relating to the payment of any amount payable to the Collateral Agent. In no event shall any Bank be entitled to share any fee paid to the Agent or Collateral Agent pursuant to Section 2.11(a), any other fee paid to the Agent or Collateral Agent, as such, any amount applied to reimburse the Collateral Agent as contemplated by Section 2.2(k), Section 2.5(d), Section 6.2 or any other provision of any Credit Document or any Fronting Fee, other fee, cost or charge paid to an Issuing Bank pursuant to Section 2.11(b)(i). (bi) All computations of interest based on clause (a) of the Alternate definition herein of "Base Rate Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of a year of 360 days at all other times, and all computations of Letter of Credit Fees, Commitment Fees, Fronting Fees and all other fees and of interest based on the Adjusted CD Eurodollar Rate, the Eurodollar Federal Funds Rate or the Fixed Rate and interest pursuant to Section 2.17 shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 interest, Letter of Credit Fees, Commitment Fees, Fronting Fees or other fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 interest, Commitment Fee, Letter of Credit Fee, Fronting Fee or feesany other fee hereunder, as the case may be; provided provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due by such Borrower to the Banks any Bank hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such BankBank hereunder. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States to be made by it hereunder, without condition or deduction for counterclaim, defense, recoupment or setoff, not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Mid Corp Loan & Agency, in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or facility fees ratably (other than amounts payable pursuant to Section 2.06, 2.10 or 2.13 hereof and except as provided otherwise in Sections 2.13(b) and 8.11) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) The Borrower hereby authorizes each Bank, if and to the extent payment owed by the Borrower to such Bank is not made (to such Bank or to the Administrative Agent for such Bank) when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Bank any amount so due. (c) All computations of interest based on clause (a) of the Alternate definition of “Base Rate Rate” shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on clause (b) or (c) of the Adjusted CD definition of “Base Rate, ” or on the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.06 shall be made by the Reference Banksa Bank, in each case on the basis of a year of 360 days, in each case days 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 is payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.06 hereof, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder 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 feesprincipal, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made Notwithstanding anything to the contrary contained herein, any amount payable by the Banks Borrower hereunder, other than the principal amount of the Advances, that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date when due until paid in full at a rate equal at all times to the Borrowersum of the Base Rate plus the Applicable Margin, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s booksplus 2% per annum, such Bank’s records shall be considered correct, in the absence of manifest errorpayable upon demand.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall will make each payment hereunder from a bank account of the Borrower located in the United States under this Agreement not later than 1:00 3:15 p.m. (New York City time) on the day when due due, in U.S. dollars lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s Account. All payments received by the Agent at its address referred after 3:15 p.m. (New York City time) on any Business Day will be credited to in Section 8.02 in same-day funds, the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrower without set-off off, counterclaim, deduction or counterclaimother defense to the Agent and the Lenders. The Administrative Except as provided in Section 2.02 and Section 4.04, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the Banks entitled thereto for payment of principal ratably to the account Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of their respective Applicable Lending Officesany other amount payable to the Agent or any Lender to the Agent or such Lender, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of , provided that the Agent will cause to be distributed all interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 and fees received from or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, on the basis of a year of 360 days, in each case for the actual number account of days (including the first day but excluding the last day) occurring Borrower not less than once each month and in the period for which such interest or fees are payableany event promptly after receipt thereof. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder to be made under any such Loan Document 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, Day and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided that, if such extension would cause payment . All computations of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment fees shall be made by the Agent on the next preceding Business Day. basis of a year of 360 days for the actual number of days (dincluding the first day but excluding the last day) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account occurring in the name period for which such fees are payable. Each determination by the Agent of the Borrower in which an interest rate or fees hereunder shall be recorded conclusive and binding for all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, purposes in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States same day funds not later than 1:00 p.m. 12:00 noon (New York City time) on the day when due in U.S. dollars (i) if to the Administrative Agent Agent, then directly to the Administrative Agent, and (ii) if to a Lender, then to the Administrative Agent, at its address referred to in Section 8.02 in same-day funds, without set-off or counterclaim8.2. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks entitled thereto payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.3 or 2.9) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time against any or all of such Borrower's accounts with such Lender any amount so due. (c) All computations of interest based on the Alternate Prime Rate component of the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 of determination. All other computations of interest (including interest based on the Federal Funds Rate component of the Base Rate, additional interest under Section 2.9 and interest based on the Eurodollar Rate and the Federal Funds Rate) and of the Facility Fee shall be made by the Administrative Agent (or, in the case of Section 2.9, the Lender claiming such interest), on the basis of a year of 360 days, for which such interest or fees are payablethe actual number of days (including the first day but excluding the last day) occurring in the period of determination. Each determination by the Administrative Agent (or, in the case of Section 2.092.9, by the Reference Banksa Lender) of an interest rate and fees hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder 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 feesof the Facility Fee, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment from such Borrower is due to the Banks Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same-day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds to the Banks entitled thereto for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, ; and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate rate, and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e2.13(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates rates, and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s 's books and the entries in any Bank’s 's books, such Bank’s 's records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, in U.S. dollars the currency of the underlying Loan (in the case of payments of principal and interest) and in Dollars (in the case of fees and all other amount) to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurocurrency Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate for Base Rate Loans determined by reference to the rate of interest specified in clause (a) of the definition “Base Rate” shall be made by the Administrative Agent on the basis of a year of 365 days or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition and actual days elapsed. All other computations of Alternate Base Rate in Section 1.01) fees and interest shall be made on the basis of a 360 day year of 360 and actual days at all other timeselapsed (which results in more fees or interest, and all computations of fees and of interest based on the Adjusted CD Rateas applicable, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, being paid than if computed on the basis of a year of 360 days365-day year) or, in each the case for of interest in respect of Loans denominated in Euro as to which market practice differs from the actual number of days (including the first day but excluding the last day) occurring foregoing, in the period for which accordance with such interest or fees are payablemarket practice. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) a rate of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar any Eurocurrency Rate Advances Loan or EURIBOR Rate Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day.. All repayments of any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurocurrency Rate Loans and EURIBOR Rate Loans, ratably, with those Eurocurrency Rate Loans and EURIBOR Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall maintain on its books a set be distributed to the Swing Loan Lender; payments in respect of accounts in which Revolving Loans received by the Administrative Agent shall be recorded all Advances made by the Banks distributed to the Borrower, the interest rates and maturity dates of each Revolving Credit Lender in accordance with such Advances Revolving Credit Lender’s Ratable Portion; and all payments of principal fees and interest made thereon. In case all other payments in respect of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records other Obligation shall be considered correctallocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions. (g) Notwithstanding the absence provisions of manifest error.Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(b) (

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, in U.S. dollars the currency of the underlying Loan (in the case of payments of principal and interest) and in Dollars (in the case of fees and all other amount) to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurocurrency Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate for Base Rate Loans determined by reference to the rate of interest specified in clause (a) of the definition “Base Rate” shall be made by the Administrative Agent on the basis of a year of 365 days or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition and actual days elapsed. All other computations of Alternate Base Rate in Section 1.01) fees and interest shall be made on the basis of a 360 day year of 360 and actual days at all other timeselapsed (which results in more fees or interest, and all computations of fees and of interest based on the Adjusted CD Rateas applicable, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, being paid than if computed on the basis of a year of 360 days365-day year) or, in each the case for of interest in respect of Loans denominated in Euro as to which market practice differs from the actual number of days (including the first day but excluding the last day) occurring foregoing, in the period for which accordance with such interest or fees are payablemarket practice. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) a rate of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in the currency in which such Loan was made, such Letter of Credit issued or such cost, expense or other Obligation was incurred; provided, however, that (i) the Letter of Credit Reimbursement Agreement for a Letter of Credit may specify another currency for the Reimbursement Obligation in respect of such Letter of Credit and (ii) other than for payments in respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by the Administrative Agent or any Hedging Contract may specify other currencies of payment for Obligations created by or directly related to such Loan Document or Hedging Contract. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar any Eurocurrency Rate Advances Loan or EURIBOR Rate Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurocurrency Rate Loans and EURIBOR Rate Loans, ratably, with those Eurocurrency Rate Loans and EURIBOR Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(b) or (d) (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of Swing Loans received by the Administrative Agent shall maintain on its books a set be distributed to the Swing Loan Lender; payments in respect of accounts in which Revolving Loans received by the Administrative Agent shall be recorded all Advances made by the Banks distributed to the Borrower, the interest rates and maturity dates of each Revolving Credit Lender in accordance with such Advances Revolving Credit Lender’s Ratable Portion; and all payments of principal fees and interest made thereon. In case all other payments in respect of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records other Obligation shall be considered correctallocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Revolving Credit Lenders, in proportion to their respective Ratable Portions. (g) Notwithstanding the absence provisions of manifest error.Section 2.9(d) (Mandatory Prepayments) above, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Section 2.9(b) (

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States under any Loan Document not later than 1:00 p.m. (New York City time) 12:00 Noon on the day when due in U.S. dollars to the Administrative Agent at its address referred to Payment Office in Section 8.02 in same-same day fundsfunds without setoff, without set-off deduction or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.6, 2.11, 2.14, 2.17 or 8.4(b)) to the Banks entitled thereto (decreased, as to any Bank, for any Taxes withheld in respect of such Bank as contemplated by Section 2.14(a)) for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate (except during such times as the Base Rate is determined pursuant to clause (b) of the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference and, subject to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times8.8, and all computations of fees and of interest based on the Adjusted CD Term SOFR Rate, the Eurodollar NYFRB Rate or or, during such times as the Fixed Base Rate is determined pursuant to clause (c) of the definition thereof, the Base Rate and all computations of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.6 shall be made by the Reference Banksa Bank, 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 facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.6, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 feesfacility fee, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Term Benchmark Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall shall, subject to Section 8.8, repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the earlier of (i) the date such Bank repays such amount to the Administrative AgentAgent and (ii) the date two Business Days after the date such amount is so distributed, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in NYFRB Rate and thereafter until the name of the Borrower in which shall be recorded all Advances made by date such Bank repays such amount to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by at the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest errorNYFRB Rate plus 2%.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to the Agent's Account in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.05, 2.09, 2.13, 2.14, or 2.17) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. From and after the effective date of an assignment pursuant to Section 2.18, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Bank assignee thereunder, and the parties to such assignment shall make all appropriate adjustments in such payments for the periods prior to such effective date directly between themselves. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Rate and of Facility Fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banksa Bank, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 feesfee, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in The Borrower (through the Administrative Agent pursuant to Section 2.01(b)(ii), the Borrower 2.7) shall make each payment and prepayment hereunder in respect of principal, interest, expenses, indemnities, fees or other Obligations due 742613903 21686243 from a bank account of the Borrower located in to the United States Administrative Agent or any Lender not later than 1:00 p.m. (New York City time) [***] on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 9.3 or to the Administrative Agent’s Account in immediately available, same-day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Transaction Documents to more than one Lender, then to such Lenders ratably in accordance with the Banks entitled thereto for amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by the account Borrower is in respect of their respective Applicable Lending Officesany Obligation then payable hereunder to one Lender, then to such Lender, in each case to be applied in accordance with Section 2.7. All computations of interest based on SOFR shall be made by the terms Administrative Agent on the basis of this Agreement. a year of 360 days in each case for the actual number of days (bincluding the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of interest based on the Alternate Base Alternative Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 is payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (ca) Whenever any payment hereunder 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 be included in the computation of payment of interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances All payments to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is respect of fees due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent or any Lender from the Borrower shall not have so be made such payment in full pursuant to the Administrative AgentSection 2.7, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereonwithout presentment, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agentdemand, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name protest or notice of the Borrower in any kind, all of which shall be recorded all Advances made are hereby expressly waived by such Bank to the Borrower, the interest rate and the maturity date without setoff, counterclaim or other deduction of each such Advance and all payments of principal and interest made by the Borrower any nature (other than with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained Taxes pursuant to this Section 2.14(e2.14); provided that the failure to make , and an entry with respect to an Advance action therefor shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretoimmediately accrue. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Company shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.05, 2.09, 2.13, 2.14, or 2.17) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. From and after the effective date of an assignment pursuant to Section 2.18, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Bank assignee thereunder, and the parties to such assignment shall make all appropriate adjustments in such payments for the periods prior to such effective date directly between themselves. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banksa Bank, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 feesfee, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower Company shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.6

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment of Loans hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 10.8 in same-day fundsimmediately available funds without deduction, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.12(e) or (f), as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.12(c), Section 2.12(e), Section 2.13 or Section 2.14 shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 1:00 p.m. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 365/366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of all other interest and all fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Administrative Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Borrowers shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of Section 2.11(f) (and except as otherwise provided in Section 2.7 with respect to prepayments), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which Borrowers shall be recorded all Advances made applied as follows: first, to pay principal of and interest on any portion of the Loans that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank Lender or the Borrowers, second, to pay all other Obligations then due and payable, and third, as the Borrower, Administrative Borrower so designates. Payments in respect of Revolving Loans received by the interest rate and the maturity date of Administrative Agent shall be distributed to each Lender in accordance with such Advance Lender’s Ratable Portion; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto, and, for such payments allocated to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set During the continuance of accounts in which shall be recorded all Advances made by the Banks to the Borroweran Event of Default, the interest rates and maturity dates Borrowers hereby irrevocably waive the right to direct the application of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case agree that, notwithstanding the provisions of Section 2.11(e), the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 8.2, apply all payments (subject in any event to the restrictions set forth in Section 8.3 in respect of the application of amounts funded to a cash collateral account in respect of outstanding Letter of Credit Obligations) in respect of any discrepancy between Obligations and all funds on deposit in any cash collateral account in the entries following order (after first paying all expenses incurred by the Administrative Agent in the performance of its duties and in the enforcement of the rights of the Lenders and the Issuers under the Loan Documents, including, without limitation, all costs and expenses of collection, reasonable attorneys’ fees (including all allocated costs of internal counsel), other Professional Fees and the Carve-Out, court costs and other amounts in respect of expense reimbursement and indemnities then due the Administrative Agent in connection therewith): (i) first, ratably, pay any advances, fees, indemnities, expense reimbursements or other liabilities then due and owing to the Administrative Agent from any Borrower (other than in connection with any Secured Hedging Contracts); (ii) second, to pay any expense reimbursements then due and owing to the Issuer or the Lenders from the Borrowers (other than in connection with any Secured Hedging Contracts) to the extent such obligations are secured by the Collateral, ratably; (iii) third, to pay interest due and payable in respect of the Loans and fees with respect to Letters of Credit to the extent such obligations are secured by the Collateral, ratably; (iv) fourth, to prepay principal on the Loans and unpaid Reimbursement Obligations and any amounts owing with respect to Secured Hedging Contracts, in each case to the extent such obligations are secured by the Collateral, ratably; (v) fifth, to the payment of any other Secured Obligation due and owing to the Agent or any Lender that are secured by the Collateral; and (vi) sixth, to the applicable Borrower or as the Administrative Borrower shall direct. provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (vi), the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s books and each Lender’s or Issuer’s interest in the entries aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i) through (vi) of this Section 2.11(f) may at any Banktime and from time to time be changed by the agreement of all Lenders without necessity of notice to or consent of or approval by any Borrower or any other Person. The order of priority set forth in clauses (i) through (v) of this Section 2.11(f) may be changed only with the prior written consent of the Administrative Agent in addition to all Lenders. (g) At the option of the Administrative Agent, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans may be paid from the proceeds of Revolving Loans. The Borrowers hereby authorize the Lenders to make Revolving Loans pursuant to Section 2.1(a) or 2.1(b)(ii), from time to time in such Lender’s booksdiscretion and interest, fees, expenses and other sums payable in respect of the Loans, and further authorize the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Bank’s records Revolving Loans and to distribute the proceeds of such Revolving Loans to pay such amounts. The Borrowers agree that all such Revolving Loans so made shall be considered correctdeemed to have been requested by them (irrespective of the satisfaction of the conditions in Section 3.2 or Section 3.3, in as the absence of manifest errorcase may be, which conditions the Lenders irrevocably waive) and direct that all proceeds thereof shall be used to pay such amounts.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, (i) with respect to Loans and Reimbursement Obligations denominated in U.S. dollars Dollars, in Dollars, and (ii) with respect to Multicurrency Loans or Reimbursement Obligations denominated in an Alternate Currency, in the Alternate Currency in which such Loan or the Letter of Credit or Bankers' Acceptance giving rise to such Reimbursement Obligation was made to the Administrative Agent at its address referred to in Section 8.02 9.8 in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders or the Canadian Lenders, as applicable, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.14, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15(c), 2.16 or 2.17 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on clause (a)(i) or (b)(i) of the Alternate definition of "Base Rate Rate" or "BA Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees interest and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar any Eurocurrency Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (d) Unless the Administrative Agent shall have received notice from a Borrower to the Borrower Lenders prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.such

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 12:00 noon (New York City time) on the day when due due, in U.S. dollars the Applicable Currency, to the Administrative Agent at its address referred an account designated from time to time by the Administrative Agent at a bank in Section 8.02 New York City (or, in same-day fundsthe case of payments in euro, at an account designated from time to time by the Administrative Agent as the place for payments in euro) in immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.14(c), Section 2.14(e), Section 2.15 or Section 2.16 shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Line Loans shall be paid only to the Swing Line Loan Lender. Payments received by the Administrative Agent after 12:00 noon (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on clause (a) of the Alternate definition of Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of interest and fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever Except as otherwise specified herein, whenever any payment hereunder 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 fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar any LIBO Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans, Tranche A (Euro) Term Loans or Tranche B Term Loans shall be applied as follows: first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as LIBO Rate Loans with those LIBO Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Effective Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of clause (f) of this Section 2.13 and except as otherwise provided in Section 2.9, all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded applied first, to pay all Advances made Obligations then due and payable; and second, as the Borrower so designates. Payments in respect of Swing Line Loans received by such Bank the Administrative Agent shall be distributed to the Borrower, Swing Line Loan Lender; payments in respect of Revolving Loans received by the interest rate and Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the maturity date Revolving Credit Commitments; payments in respect of the Tranche A (Euro) Term Loans received by the Administrative Agent shall be distributed to each Tranche A (Euro) Term Loan Lender in accordance with such Advance Lender’s Ratable Portion of the Tranche A (Euro) Term Loans; payments in respect of the Tranche B Term Loans received by the Administrative Agent shall be distributed to each Tranche B Term Loan Lender in accordance with such Lender’s Ratable Portion of the Tranche B Term Loans; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto, and, if to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set Borrower hereby irrevocably waives the right to direct the application of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case any proceeds of Collateral after the occurrence and during the continuance of an Event of Default, and agrees that, if an Event of Default has occurred and is continuing, the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Revolving Credit Lenders, the Requisite Tranche A (Euro) Term Loan Lenders and the Requisite Tranche B Term Loan Lenders or (B) the acceleration of the Obligations pursuant to Section 7.2, apply all payments in respect of any discrepancy between Obligations and all funds on deposit in any Cash Collateral Accounts (including all proceeds arising from any Reinvestment Event that are held in a Cash Collateral Account pending application thereof as specified in a Reinvestment Notice) and all other proceeds of Collateral in the entries following order: (i) first, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent and the Collateral Agent; (ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (iii) third, to pay Obligations in respect of any fees then due to the Administrative Agent, the Collateral Agent, the Lenders and the Issuers; (iv) fourth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (v) fifth, to pay or prepay principal payments on the Loans and Reimbursement Obligations and any Obligations owing with respect to Hedging Contracts and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 7.3, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and Obligations owing with respect to Hedging Contracts; and (vi) sixth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of clauses first through sixth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s books and each Lender’s or Issuer’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through sixth of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Requisite Revolving Lenders and the entries Requisite Term Loan Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses first through third of this Section 2.13(f) may be changed only with the prior written consent of the Administrative Agent and the Collateral Agent in addition to the Requisite Revolving Credit Lenders, the Requisite Tranche A (Euro) Term Loan Lenders and Requisite Tranche B Term Loan Lenders. (g) The Administrative Agent reserves the right to apply against the repayment of any Obligations owing in any Bank’s bookscurrency, any repayment and other amounts that may be applied in accordance with other provisions of this Agreement to repay such Bank’s records shall be considered correctObligations, regardless of the currency in the absence of manifest errorwhich such repayments and amounts were received or are held.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 in same-same day funds, without set-off or counterclaim, by deposit of such funds to the Agent’s account maintained at the Payment Office in New York City. The Administrative Agent will give the Borrower prior notice of the due date of the principal of the Advances and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Borrower’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.11, 2.15 or 2.20 or as contemplated by Section 2.24) to the applicable Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate Bank of America’s prime rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Rate and of fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.11 shall be made by the Reference Banksa Bank, 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. Each determination by the Administrative Agent (or, in the case of Section 2.092.11, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 cases be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the Borrower to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent it on such date and the Administrative Agent it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative AgentAgent as applicable, each Bank shall repay to the Administrative Agent as applicable, forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, Agent at the Federal Funds Effective Overnight Rate, plus any administrative, processing or similar fees customarily charged in connection with the foregoing. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account hereunder, irrespective of the Borrower located in the United States any right of counterclaim or set-off, not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to the Agent's Account in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks entitled thereto payment of principal, interest, facility fees or Letter of Credit commissions ratably (other than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Eurodollar Rate, the Eurodollar LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees and Letter of Credit commissions shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 be included in the computation of payment of interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.interest,

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, in U.S. dollars the currency specified herein (or, if no such currency is specified, in Dollars) to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.11 (Capital Adequacy), Section 2.10 (Special Provisions Governing the Loan), or Section 2.12 (Taxes) shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) a rate of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrower of the Loan and each reimbursement of various costs, expenses or other Obligation shall be made in Dollars; provided, however, that other than for payments in respect of the Loan, Loan Documents duly executed by the Administrative Agent may specify other currencies of payment for Obligations created by or directly related to such Loan Document. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause such payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.such

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment of Term Loans hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 10.8 in same-day fundsimmediately available funds without deduction, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.12, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.13(c), Section 2.13(e), Section 2.14 or Section 2.15 shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 1:00 p.m. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 365/366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of all other interest and all fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Term Loans shall be applied as follows: first, to repay such Term Loans outstanding as Base Rate Loans and then to repay such Term Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Administrative Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Borrowers shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of Section 2.12(f) (and except as otherwise provided in Section 2.8), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which Borrowers shall be recorded all Advances made applied as follows: first, to pay principal of and interest on any portion of the Term Loans that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank Lender or the Borrowers, second, to pay all other Obligations then due and payable, and third, as the Borrower, Administrative Borrower so designates. Payments in respect of Term Loans received by the interest rate and the maturity date of Administrative Agent shall be distributed to each Lender in accordance with such Advance Lender’s Ratable Portion; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders as are entitled thereto, and, for such payments allocated to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set During the continuance of accounts in which shall be recorded all Advances made by the Banks to the Borroweran Event of Default, the interest rates and maturity dates Borrowers hereby irrevocably waive the right to direct the application of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case agree that, notwithstanding the provisions of clause (e) above, the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 8.2, subject to the terms of the Intercreditor Agreement, apply all payments in respect of any discrepancy between Obligations and all funds on deposit in any cash collateral account in the entries following order (after first paying all expenses incurred by the Administrative Agent in the performance of its duties and in the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, reasonable attorneys’ fees (including all allocated costs of internal counsel) and other professional fees, court costs and other amounts in respect of expense reimbursement and indemnities then due the Administrative Agent in connection therewith): (i) first, ratably, pay any advances, fees, indemnities, expense reimbursements or other liabilities then due and owing to the Administrative Agent from any Borrower; (ii) second, to pay any expense reimbursements then due and owing to the Lenders from the Borrowers to the extent such obligations are secured by the Collateral, ratably; (iii) third, to pay interest due and payable in respect of the Term Loans to the extent such obligations are secured by the Collateral, ratably; (iv) fourth, to prepay principal on the Term Loans to the extent such obligations are secured by the Collateral, ratably; (v) fifth, to the payment of any other Secured Obligation due and owing to the Agent or any Lender that are secured by the Collateral; and (vi) sixth, to the applicable Loan Party or as the Administrative Borrower shall direct. provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (vi), the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s books and each Lender’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i) through (vi) of this clause (f) may at any time and from time to time be changed by the agreement of all Lenders without necessity of notice to or consent of or approval by any Borrower or any other Person. The order of priority set forth in clauses (i) through (v) of this clause (f) may be changed only with the prior written consent of the Administrative Agent in addition to all Lenders. Each Lender and each Loan Party acknowledges and agrees to the relative rights, priorities and agreements of the First Lien Term Loan Secured Parties, the Revolving Credit Secured Parties and the entries in any Bank’s booksSecured Parties, such Bank’s records shall be considered correct, as set forth in the absence of manifest errorIntercreditor Agreement and this Agreement, including as set forth in this Section 2.12 and Section 10.22.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), The Borrower and the Borrower REIT shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due, in Dollars, to the Administrative Agent for the ratable benefit of the Lenders at its address referred to in Section 10.2 in immediately available funds without set-off or counterclaim; provided, however, in the event Borrower gives telephonic notice to the Administrative Agent by 11:00 AM (New York City time) on the day when due in U.S. dollars to that a payment has been made by wire transfer of immediately available funds, such payment may be received by the Administrative Agent at its address referred to in Section 8.02 in same-day funds, without set-off or counterclaimnot later than 2:00 PM (New York City time) on the same day. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees (other than amounts payable pursuant to Section 2.4(d), 2.4(e), 2.11, 2.12, 2.13, 2.14(f), 2.15, 2.17 or 2.19) to the Lenders, in accordance -53- 61 with their respective Ratable Portions, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. To the extent the foregoing payments are received by the Administrative Agent prior to 11:00 A.M. (New York City time), or prior to 2:00 P.M. (New York City time) if Borrower has given the Administrative Agent the notice required above, and are not distributed to the Lenders on the same day, the Administrative Agent shall pay to each Lender in addition to the amount distributed to such Lender, interest thereon, for each day from the date such amount is received by the Administrative Agent until the date such amount is distributed to such Lender, at the Federal Funds Rate. Payment received by the Administrative Agent after 11:00 A.M. (New York City time) or after 2:00 P.M. (New York City time), if Borrower has given the Administrative Agent the notice required above, shall be deemed to be received on the next Business Day. (b) The Borrower and the REIT hereby authorize each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time against any or all of the Borrower's or the REIT's accounts with such Lender any amount so due. (c) All computations of interest based on the Alternate Base Rate, the Eurodollar Rate or the Federal Funds Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, on the basis of a year of 360 days, in each case for the actual number of days (including the first elapsed in a 360-day but excluding the last day) occurring in the period for which such interest or fees are payableyear. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes 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 fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.; (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The If any Lender (a "Non-Funding Lender") has (x) failed to make an Advance required to be made by it hereunder, and further fails to make such Advance within three (3) days after notice of such failure to Advance by the Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by and the Banks Administrative Agent has determined that such Lender is not likely to make such Advance or (y) given notice to the Borrower, Borrower or the interest rates and maturity dates Administrative Agent that it will not make other than as a result of such Advances and all payments of principal and interest made thereon. In the termination (A) in the case of any discrepancy between such payment made on any date when and to the entries extent that, in the determination of the Administrative Agent’s books , the Borrower would be able, under the terms and conditions hereof, to reborrow the entries amount of such payment under the Commitments and to satisfy any applicable conditions precedent set forth in any Bank’s booksArticle III to such reborrowing, such Bank’s records payment shall be considered correctmade on account of the Principal Balance of the Loan held by the Lenders other than the Non-Funding Lender pro rata according to the respective outstanding principal amounts of the Loan of such Lenders and otherwise in accordance with the terms of this Agreement; (B) otherwise, such payment shall be made on account of the Principal Balance of the Loan held by the Lenders pro rata according to the respective outstanding principal amounts of the Loan and otherwise in accordance with the terms of this Agreement; and (C) any payment made on account of interest, Fees, on the Loan shall be made pro rata according to the respective amounts of accrued and unpaid interest, Fees, due and payable on the Loan with respect to which such payment is being made; notwithstanding the foregoing, in the absence event that any payment of manifest errorinterest, Fees, made by Borrower and the REIT is less than the full amount of interest, Fees, then accrued and unpaid, such payment shall be made first to the Non-Defaulting Lenders pro rata according to the respective amounts of accrued and unpaid interest, Fees, due and payable on the Loan with respect to which such partial payment is being made and after such Non-Defaulting Lenders have been paid in full, to the Non-Funding Lenders, pro rata according to the respective amounts of the accrued and unpaid interest and Fees due and payable on the Loan with respect to which such partial payment is being made.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes, without set-off, deduction, or counterclaim, not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent in same day funds by deposit of such funds to the Agent’s account maintained at its address referred to the Payment Office in Section 8.02 in same-day funds, without set-off or counterclaimNew York City. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.05(d), 2.10, 2.12 or 8.04) to the applicable Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) All computations of interest based on the Alternate Base Rate determined pursuant to clause (a) of the definition thereof shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, ; and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar LIBOR Rate or the Fixed Rate Federal Funds Rate, and all computations of the Commitment Fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 Commitment Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 feesCommitment Fees, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business DayDay and such contraction of time shall in such case reduce the days included in the computation of payment of interest. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States to be made by it hereunder, without condition or deduction for counterclaim, defense, recoupment or setoff, not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to at 10 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Mid Corp Loan & Agency, in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or facility fees ratably (other than amounts payable pursuant to Section 2.06, 2.10 or 2.13 hereof and except as provided otherwise in Sections 2.13(b) and 8.11) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) The Borrower hereby authorizes each Bank, if and to the extent payment owed by the Borrower to such Bank is not made (to such Bank or to the Administrative Agent for such Bank) when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with such Bank any amount so due. (c) All computations of interest based on clause (a) of the Alternate definition of “Base Rate Rate” shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on clause (b) or (c) of the Adjusted CD definition of “Base Rate, ” or on the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 2.06 shall be made by the Reference Banksa Bank, in each case on the basis of a year of 360 days, in each case days 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 is payable. Each determination by the Administrative Agent (or, in the case of Section 2.092.06 hereof, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder 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 feesprincipal, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made Notwithstanding anything to the contrary contained herein, any amount payable by the Banks Borrower hereunder, other than the principal amount of the Advances, that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from the date when due until paid in full at a rate equal at all times to the Borrowersum of the Base Rate plus the Applicable Margin, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s booksplus 2% per annum, such Bank’s records shall be considered correct, in the absence of manifest errorpayable upon demand.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Company shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 A.M. (New York City Los Angeles, California time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to Principal Office in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter (and in any event no later than 2:00 P.M., Los Angeles, California time, on the Business Day on which the Agent shall have received such payment in accordance with this Section 5.02(a)) cause to be distributed like funds relating to the payment of principal or interest (other than pursuant to Section 6 hereof) ratably to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Subject to Section 15.04 hereof, the Company hereby authorizes each Bank, if and to the extent payment owed to such Bank is not made when due hereunder or under the Note or Notes held by such Bank, to charge (with notice thereof to the Company and the Agent) from time to time against any or all of the Company’s accounts with such Bank any amount so due. The rights of each Bank under this subsection (b) are in addition to (and not in limitation of) other rights and remedies (including, without limitation, rights of set-off) which such Bank may have. (c) All computations of interest based on the Alternate Base Reference Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar LIBOR Rate or the Fixed Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 is payable. Each determination computation by the Administrative Agent (or, in the case of Section 2.096.01 hereof, by the Reference Banksa Bank) of an interest rate owing hereunder shall be conclusive and binding for all purposes, purposes absent manifest error. (cd) Whenever any payment hereunder or under the Notes 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 fees, as fees payable hereunder and under the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Dayother Financing Documents. (de) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent the Borrower Company shall not have so made such payment in full to the Administrative Agent, each such Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the daily Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in Rate as quoted by the name Agent. A certificate of the Borrower in which shall be recorded all Advances made Agent submitted to any Bank with respect to any amounts owing by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon under this Section 5.02(e) shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of conclusive absent manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c) or (d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of clause (f) below (and except as otherwise provided in Section 2.9 (Mandatory Prepayments)), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded all Advances made applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank to Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the interest rate and Borrower so designates. Payments in respect of Swing Loans received by the maturity date Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Advance Lender's Ratable Portion; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto and, for such payments allocated to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set Borrower hereby irrevocably waives the right to direct the application of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall, apply all payments in respect of any discrepancy between Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising from a Reinvestment Event that are held in the entries Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and all other proceeds of Collateral in the following order: First, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; Second, to pay interest on and then principal of any Swing Loan; Third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent’s books ; Fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the entries Issuers; Fifth, to pay Obligations in respect of any Bank’s booksfees then due to the Administrative Agent, such Bank’s records shall be considered correctthe Lenders and the Issuers; Sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; 45 Seventh, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the absence manner described in Section 9.3 (Actions in Respect of manifest error.Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; and

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 3:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15, Section 2.16 or Section 2.14(c) or (d) shall be paid only to any affected Lender. Payments received by the Administrative Agent after 3:00 p.m. (New York time) shall be deemed (in each case the Administrative Agent’s sole discretion) to be applied in accordance with received on the terms of this Agreement. (b) next Business Day. All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of the actual number of days elapsed (in each case calculated to include the first day but exclude the last day) (i) over a year of 365 or 366 days, as the case may be, in the case of interest accruing at the Base Rate when the Base Rate is determined by reference to the Prime Rate Rate, and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of over a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) . Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. (d) . All repayments of any Term Loans shall be applied as follows: first, to repay such Term Loans outstanding as Base Rate Loans and then, to repay such Term Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first three Business Days, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent. Subject to the provisions of clause (f) below, at all payments and any other amounts received by the Federal Funds Effective Rate. Administrative Agent from or for the benefit of the LC Borrower shall be applied as follows: first, to pay all Obligations (eother than Obligations in respect of the Term Loans) Each Bank then due and payable, and second, as the LC Borrower so designates. All payments of fees and all other payments in respect of any other Obligation (other than Obligations in respect of the Term Loans) shall maintain on its books a loan account be allocated among such of the LC Lenders and Issuers as are entitled thereto and, for such payments allocated to the LC Lenders, subject to Section 2.20, in proportion to their respective Ratable Portions (calculated (i) in the name case of principal payments, without giving effect to the LC Exposure of any Defaulting Lender that has not fully funded its share of the Letter of Credit Obligations being repaid and (ii) in the case of fee payments, without giving effect to the LC Exposure of any Defaulting Lender for the amount of Letter of Credit Participation Fees or Letter of Credit Commitment Fees payable in respect of Letter of Credit Obligations for which such Defaulting Lender has not fully funded its share of the Letter of Credit Obligations) and as adjusted in accordance with Section 2.12(d) and Section 2.20(a)(iv). all payments and any other amounts received by the Administrative Agent from or for the benefit of the Term Borrower in which shall be recorded all Advances made applied as follows: first, to pay principal of, and interest on, any portion of the Term Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Term Lender, for which the Administrative Agent has not then been reimbursed by such Bank to Term Lender or the Term Borrower, second, to pay all other Obligations (other than Letter of Credit Obligations) then due and payable, and third, as the interest rate and Term Borrower so designates. Payments in respect of Term Loans received by the maturity date of Administrative Agent shall be distributed to each Term Lender in accordance with such Advance Term Lender’s Ratable Portion thereof; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation (other than Letter of Credit Obligations) shall be allocated among such Advances. The obligation of the Term Lenders as are entitled thereto and, for such payments allocated to the Term Lenders, in proportion to their respective Ratable Portions. Each Borrower hereby irrevocably waives the right to repay direct the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case application of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments in respect of principal the Obligations and interest made thereon. In case any net proceeds of Collateral after the occurrence and during the continuance of an Event of Default, whether from a Loan Party’s sale of Collateral or the Collateral Agent’s or any Secured Party’s receipt of proceeds from any exercise of remedies, and each Borrower and each Lender agrees that, during such time, the Administrative Agent and the Collateral Agent shall apply all payments in respect of any discrepancy between Obligations (other than payments from the entries Loan Parties of accrued interest and fees and scheduled principal payments) and all proceeds of Collateral, in the following order (subject to an adjustments under Section 2.20(a)(ii)): first, to pay Reimbursement Obligations owed to any Issuer for which such Issuer has not then been reimbursed by any LC Lender or the LC Borrower; second, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the Administrative Agent and the Collateral Agent; third, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of cash management services) then due to the Lenders and the Issuers; fourth, to pay Obligations in respect of any fees then due to the Administrative Agent’s books , the Collateral Agent, the Lenders and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.Issuers;

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 13.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) and (g) of this Section 2.13 (Payments and Computations), as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes), Section 2.14(c) (Special Provisions Governing Eurodollar Rate Loans) or Section 2.14(d) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, except with respect to Base Rate Loans, the rate of interest on which shall be calculated on the basis of a year of 365 days or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If and to the extent any payment owed to the Administrative Agent or any Lender is not made within three Business Days after the date it was due, each Loan Party hereby authorizes the Administrative Agent and such Lender, subject to any notice period provided in the Orders, to setoff and charge any amount so due against any deposit account maintained by such Loan Party with the Administrative Agent or such Lender or against other amounts due from the Administrative Agent or such Lender, in each case whether or not the deposit therein is then due. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower Borrowers to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Borrowers shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Subject to the provisions of Section 2.13(g) (Payments and Computations) and, except as otherwise provided in Section 2.9 (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrowers shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowers; second, to pay all other Obligations then due and payable; and third, as the Company so designates. Payments in respect of Swing Loans received by the Administrative Agent shall maintain on its books a set be distributed to the Swing Loan Lender; payments in respect of accounts in which Term Loans received by the Administrative Agent shall be recorded all Advances made distributed to each Term Lender in accordance with such Term Loan Lender's Ratable Portion; payments in respect of Revolving Loans received by the Banks Administrative Agent shall be distributed to the Borrower, the interest rates and maturity dates of each Revolving Credit Lender in accordance with such Advances Revolving Credit Lender's Ratable Portion; and all payments of principal fees and interest made thereon. In case all other payments in respect of any discrepancy between other Obligation shall be allocated among such of the entries Lenders and Issuers as are entitled thereto and, if to the Lenders, in proportion to their respective Ratable Portions. (g) The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Section 2.9(n) (Mandatory Prepayments) and Section 2.13(f) (Payments and Computations), the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), Credit Agreement EXIDE TECHNOLOGIES shall, apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent’s books ; (iv) fourth, to pay Obligations in respect of any expense reimbursements, including fees and expenses in respect of cash management services, or indemnities then due to the Lenders and the entries Issuers; (v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (vi) sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (vii) seventh, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, and Obligations owing with respect to Hedging Contracts; and (viii) eighth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any Bank’s booksof the foregoing clauses first through eighth, the available funds being applied with respect to any such Bank’s records Obligation (unless otherwise specified in such clause) shall be considered correctallocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the absence aggregate outstanding Obligations described in such clauses. The order of manifest error.priority set forth in clauses first through eighth above may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Company, any Secured Party that is not a Lender or an Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses first through fifth may be changed only with the prior written consent of the Administrative Agent in addition to that of the Requisite Lenders. The order of priority set forth in clause second above may be changed only with the prior written consents of the Swing Loan Lender in addition to that of the Requisite Lenders and the Administrative Agent. Credit Agreement EXIDE TECHNOLOGIES (h) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans and Protective Advances may be paid from the proceeds of Swing

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to the Agent's Account in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the Banks entitled thereto payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.03, 2.04, 2.11, 2.14 or 8.04) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Revolving Credit 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) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Eurodollar Rate, the Eurodollar LIBO Rate or the Fixed Federal Funds Rate and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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; provided, and such extension of time shall be included in the computation of payment of interest or feeshowever, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Any such extension or reduction of time shall be included in the computation of payment of interest or facility fee, as the case may be. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 12:00 noon (New York City Eastern time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to at 0000 Xxxxx Xxxxxxxxx, 8th Floor, Vienna, Virginia 22182, Attention: Xxxxxxx X. Xxxxx, in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed in like funds relating to the payment of principal, interest or fees ratably (other than amounts payable to a particular Bank pursuant to Section 2.6) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with wire transfer instructions provided to the terms of this AgreementAgent by the Banks from time to time. (b) The Borrower shall establish an account with the Agent into which the proceeds of the Advances will be deposited. The Borrower hereby authorizes the Agent, if and to the extent payment is not made when due hereunder or under the Notes, to charge from time to time against such account with the Agent any amount so due. (c) All computations of interest based on the Alternate Base Rate and non-usage fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 fee is payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the Notes 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 and fees, as the case may be; provided thatprovided, however, if such extension would cause the payment of principal or interest of the Advances bearing interest based on or principal of Eurodollar Rate Advances LIBOR to be made in the next following calendar month, such payment shall should be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day fundsimmediately available funds without deduction, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.13 (Payments and Computations), as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.14(c) (Increased Costs), Section 2.14(e) (Breakage Costs), Section 2.15 (Capital Adequacy) or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 1:00 p.m. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest and of fees based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 365/366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, be and all computations of all other interest and all fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of clause (f) of this Section 2.13 (Payments and Computations) (and except as otherwise provided in Section 2.9 (Mandatory Prepayments), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded all Advances made applied as follows: first, to pay principal of and interest on any portion of the Loans that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank to Lender or the Borrower, second, to pay all other Obligations then due and payable, and third, as the interest rate and Borrower so designates. Payments in respect of Swing Loans received by the maturity date Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Advance Lender's Ratable Portion; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto, and, for such payments allocated to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The During the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that, notwithstanding the provisions of Section 2.9 (Mandatory Prepayments) and clause (e) above, the Administrative Agent may, and shall maintain upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), apply all payments (subject in any event to the restrictions set forth in Section 9.3 (Actions in Respect of Letters of Credit) in respect of the application of amounts funded to a Cash Collateral Account in respect of outstanding Letter of Credit Obligations) in respect of any Obligations and all funds on its books deposit in any Cash Collateral Account (including all proceeds arising from a set Reinvestment Event that are held in the Cash Collateral Account pending application of accounts such proceeds as specified in a Reinvestment Notice) and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent; (iv) fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (v) fifth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (vi) sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (vii) seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, and Obligations owing with respect to Hedging Contracts; and (viii) eighth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses first through eighth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be recorded all Advances made allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses first through eighth of this clause (f) may at any time and from time to time be changed by the Banks agreement of all Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer, or any other Person. The order of priority set forth in clauses first through fifth of this clause (f) may be changed only with the interest rates prior written consent of the Administrative Agent in addition to all Lenders. The order of priority in clause second above may be changed only with the prior written consent of all Lenders and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books . (g) At the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the entries in any Bank’s books, such Bank’s records shall Revolving Loans may be considered correct, in paid from the absence proceeds of manifest error.Swing

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 SECTION 11.8 in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in CLAUSES (E) and (F) of this SECTION 2.11, as applicable, for the account of their respective Applicable Lending Offices; PROVIDED, in each case HOWEVER, that amounts payable pursuant to SECTION 2.12(C), 2.12(E), 2.13 or 2.14 shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on CLAUSE (A) of the Alternate definition of Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees interest and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 37 44 interest or and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 fees, as the case may be; provided thatPROVIDED, HOWEVER, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of CLAUSE (F) of this SECTION 2.11 and (except as otherwise provided in SECTION 2.7), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded all Advances made applied FIRST, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank to Lender or the Borrower; SECOND, to pay all other Obligations then due and payable; and THIRD, as the interest rate Borrower so designates. Payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term A Loans and Term B Loans received by the maturity date Administrative Agent shall be distributed to each Term A Loan Lender and Term B Lender in accordance with such Lender's Ratable Portion of each such Advance Loans; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders as are entitled thereto, and, if to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that the Administrative Agent may, and shall maintain upon either (A) the written direction of the Requisite Revolving Credit Lenders and the Requisite Term A Loan Lenders and the Requisite Term B Loan Lenders or (B) the acceleration of the Obligations pursuant to SECTION 9.2, apply all payments in respect of any Obligations and all funds on its books a set deposit in the Cash Collateral Accounts and all other proceeds of accounts Collateral in the following order: (i) FIRST, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) SECOND, to pay Obligations in respect of any expense reimbursement or indemnity then due to the Administrative Agent; (iii) THIRD, to pay Obligations in respect of any expense reimbursement or indemnity then due to the Lenders; (iv) FOURTH, to pay Obligations in respect of any fees then due to the Administrative Agent and the Lenders; (v) FIFTH, to pay interest then due and payable in respect of the Loans; (vi) SIXTH, to pay or prepay principal amounts on FIRST the Loan Sub-Portion and THEN the other Loans ratably to the principal amount of such other Loans; (vii) SEVENTH, to pay Obligations owing with respect to Hedging Contracts; and (viii) EIGHTH, to the ratable payment of all other Obligations; PROVIDED, HOWEVER, that: (A) if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses FIRST through SEVENTH, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be recorded all Advances made allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's interest in the aggregate outstanding Obligations described in such clauses; and (B) The order of priority set forth in clauses FIRST through EIGHTH of this SECTION 2.11(F) may at any time and from time to time be changed by the Banks agreement of the Requisite Revolving Lenders, the Requisite Term A Loan Lenders and the Requisite Term B Loan Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or any other Person. The order of priority set forth in clauses FIRST through FOURTH of this SECTION 2.11(F) may be changed only with the interest rates and maturity dates prior written consent of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books Agent in addition to the Requisite Revolving Lenders, the Requisite Term A Loan Lenders and the entries in Requisite Term B Loan Lenders. (g) The Borrower hereby authorizes each Lender and each Affiliate of each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, to charge from time to time against any Bank’s books, or all of the Borrower's accounts with such Bank’s records shall be considered correct, in the absence of manifest errorLender or Affiliate any amount so due.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 3:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15, Section 2.16 or Section 2.14(c) or (d) shall be paid only to any affected Lender. Payments received by the Administrative Agent after 3:00 p.m. (New York time) shall be deemed (in each case the Administrative Agent’s sole discretion) to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of the actual number of days elapsed (in each case calculated to include the first day but exclude the last day) (i) over a year of 365 or 366 days, as the case may be, in the case of interest accruing at the Base Rate when the Base Rate is determined by reference to the Prime Rate Rate, and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of over a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first three Business Days, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in Subject to the name provisions of clause (f) below, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower in which shall be recorded all Advances made applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not been reimbursed by such Bank to Lender or the Borrower, the interest rate second, to pay all other Obligations then due and the maturity date of each such Advance payable, and all payments of principal and interest made by third, as the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.so

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States Dollars, without counterclaim or set-off, not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to the Agent’s Account in Section 8.02 in same-same day funds. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(c), without set-off or counterclaim. The from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent will promptly thereafter cause to be distributed like funds shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Banks entitled thereto Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for the account of their respective Applicable Lending Offices, in each case periods prior to be applied in accordance with the terms of this Agreementsuch effective date directly between themselves. (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the other Loan Documents, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (c) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cd) Whenever any payment hereunder or under the other Loan 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 feesinterest; provided, as the case may be; provided however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (de) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder or under the other Loan Documents that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The To the extent that the Administrative Agent receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any of the other Loan Documents in currencies other than Dollars, the Administrative Agent shall maintain on its books a set be entitled to convert or exchange such funds into Dollars, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of accounts in which this Section 2.12; provided that the Borrower and each of the Lenders hereby agree that the Administrative Agent shall not be recorded all Advances made liable or responsible for any loss, cost or expense suffered by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case Lender as a result of any discrepancy between conversion or exchange of currencies affected pursuant to this Section 2.12(f) or as a result of the entries in failure of the Administrative Agent to effect any such conversion or exchange unless such loss, cost or expense or such failure is the result of fraudulent acts or omissions, gross negligence or willful misconduct of the Administrative Agent’s books ; and provided, further, that the entries Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in any Bank’s booksaccordance with this Section 2.12(f) except to the extent such losses, such Bank’s records shall be considered correctcosts or expenses arose as a result of fraudulent acts or omissions, in gross negligence or willful misconduct of the absence of manifest errorAdministrative Agent.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Company shall make each payment hereunder from a bank account of and under the Borrower located in the United States Notes not later than 1:00 p.m. 11:00 a.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same-same day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.05, 2.09, 2.13, 2.14, or 2.17) to the Banks entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. From and after the effective date of an assignment pursuant to Section 2.18, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Bank assignee thereunder, and the parties to such assignment shall make all appropriate adjustments in such payments for the periods prior to such effective date directly between themselves. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Federal Funds Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banksa Bank, 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. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banksa Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Notes 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 feesfee, as the case may be; provided thatprovided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower Company shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment of Term Loans hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 10.8 in same-day fundsimmediately available funds without deduction, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.12, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.13(c), Section 2.13(e), Section 2.14 or Section 2.15 shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 1:00 p.m. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 365/366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of all other interest and all fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Term Loans shall be applied as follows: first, to repay such Term Loans outstanding as Base Rate Loans and then to repay such Term Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Administrative Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Borrowers shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of Section 2.12(f) (and except as otherwise provided in Section 2.8), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which Borrowers shall be recorded all Advances made applied as follows: first, to pay principal of and interest on any portion of the Term Loans that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank Lender or the Borrowers, second, to pay all other Obligations then due and payable, and third, as the Borrower, Administrative Borrower so designates. Payments in respect of Term Loans received by the interest rate and the maturity date of Administrative Agent shall be distributed to each Lender in accordance with such Advance Lender’s Ratable Portion; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders as are entitled thereto, and, for such payments allocated to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set During the continuance of accounts in which shall be recorded all Advances made by the Banks to the Borroweran Event of Default, the interest rates and maturity dates Borrowers hereby irrevocably waive the right to direct the application of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case agree that, notwithstanding the provisions of clause (e) above, the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 8.2, subject to the terms of the Intercreditor Agreement, apply all payments in respect of any discrepancy between Obligations and all funds on deposit in any cash collateral account in the entries following order (after first paying all expenses incurred by the Administrative Agent in the performance of its duties and in the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, reasonable attorneys’ fees (including all allocated costs of internal counsel) and other professional fees, court costs and other amounts in respect of expense reimbursement and indemnities then due the Administrative Agent in connection therewith): (i) first, ratably, pay any advances, fees, indemnities, expense reimbursements or other liabilities then due and owing to the Administrative Agent from any Borrower (other than in connection with any Secured Hedging Contracts); (ii) second, to pay any expense reimbursements then due and owing to the Lenders from the Borrowers (other than in connection with any Secured Hedging Contracts) to the extent such obligations are secured by the Collateral, ratably; (iii) third, to pay interest due and payable in respect of the Term Loans to the extent such obligations are secured by the Collateral, ratably; (iv) fourth, to prepay principal on the Term Loans and any amounts owing with respect to Secured Hedging Contracts, in each case to the extent such obligations are secured by the Collateral, ratably; (v) fifth, to the payment of any other Secured Obligation due and owing to the Agent or any Lender that are secured by the Collateral; and (vi) sixth, to the applicable Loan Party or as the Administrative Borrower shall direct. provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (vi), the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s books and each Lender’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i) through (vi) of this clause (f) may at any time and from time to time be changed by the agreement of all Lenders without necessity of notice to or consent of or approval by any Borrower or any other Person. The order of priority set forth in clauses (i) through (v) of this clause (f) may be changed only with the prior written consent of the Administrative Agent in addition to all Lenders. Each Lender and each Loan Party acknowledges and agrees to the relative rights, priorities and agreements of the Secured Parties, the Revolving Credit Secured Parties and the entries in any Bank’s booksSecond Lien Secured Parties, such Bank’s records shall be considered correct, as set forth in the absence of manifest errorIntercreditor Agreement and this Agreement, including as set forth in this Section 2.12 and Section 10.22.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or clause (c) or (d) of Section 2.14 (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loan shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans; and then, to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans that have earlier expiring Eurodollar Interest Periods being repaid prior to those that have later expiring Eurodollar Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower Company to the Lenders prior to the date on which any payment is due to the Banks hereunder that the applicable Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the that such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank Subject to the provisions of clause (f) below (and except as otherwise provided in Section 2.9 (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of any Borrower shall maintain be applied as follows: first, to pay principal of and interest on its books a loan account in the name any portion of the Borrower Loans that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or any Borrower; second, to pay all other Obligations then due and payable; and then, as the Company so designates. Payments in which respect of Swing Loans received by the Administrative Agent shall be recorded all Advances made by such Bank distributed to the Borrower, Swing Loan Lender; payments in respect of Revolving Loans received by the interest rate and the maturity date of Administrative Agent shall be distributed to each Lender in accordance with such Advance Lender’s Ratable Portion; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto and, for such payments allocated to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set Each Borrower hereby irrevocably waives the right to direct the application of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances any and all payments in respect of principal the Secured Obligations and interest made thereon. In case any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall, apply all payments in respect of any discrepancy between the entries Secured Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Borrower; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to any Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.;

Payments and Computations. (a) Except as expressly provided in The Borrower (through the Administrative Agent pursuant to Section 2.01(b)(ii), the Borrower 2.7) shall make each payment and prepayment hereunder and under the Loan Notes in respect of principal, interest, expenses, indemnities, fees or other Obligations due from a bank account of the Borrower located in to the United States Administrative Agent or any Lender not later than 1:00 p.m. 3:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 10.3 or to the Administrative Agent’s Account in immediately available, same-day funds, without set-off or counterclaim. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Transaction Documents to more than one Lender, then to such Lenders ratably in accordance with the Banks entitled thereto for amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by the account Borrower is in respect of their respective Applicable Lending Officesany Obligation then payable hereunder to one Lender, then to such Lender, in each case to be applied in accordance with Section 2.7. All computations of interest based on LIBOR shall be made by the terms Administrative Agent on the basis of this Agreement. a year of 360 days in each case for the actual number of days (bincluding the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of interest based on the Alternate Base Alternative Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 is payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (cb) Whenever any payment hereunder 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 be included in the computation of payment of interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances All payments to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is respect of fees due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent or any Lender from the Borrower shall not have so be made such payment in full pursuant to the Administrative AgentSection 2.7, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereonwithout presentment, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agentdemand, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name protest or notice of the Borrower in any kind, all of which shall be recorded all Advances made are hereby expressly waived by such Bank to the Borrower, the interest rate and the maturity date without setoff, counterclaim or other deduction of each such Advance and all payments of principal and interest made by the Borrower any nature (other than with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained Taxes pursuant to this Section 2.14(e2.15); provided that the failure to make , and an entry with respect to an Advance action therefor shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretoimmediately accrue. (f) The Administrative Agent shall maintain on its books a set of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest error.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Borrower The Borrowers shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 3:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Applicable Administrative Agent at its address referred to in Section 8.02 11.8 in same-day funds, immediately available funds without set-off or counterclaim. The Applicable Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the applicable Lenders, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.18, Section 2.19 or Section 2.17(c) or (d) shall be paid only to any affected Lender. Payments received by any Administrative Agent after 3:00 p.m. (New York time) shall be deemed (in each case such Administrative Agent’s sole discretion) to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Applicable Administrative Agent on the basis of the actual number of days elapsed (in each case calculated to include the first day but exclude the last day) (i) over a year of 365 or 366 days, as the case may be, in the case of interest accruing at the Base Rate when the Base Rate is determined by reference to the Prime Rate Rate, and (as defined in the definition of Alternate Base Rate in Section 1.01ii) and on the basis of over a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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. Each determination by the Applicable Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans under any Facility shall be applied as follows: first, to repay Loans under such Facility outstanding as Base Rate Loans and then, to repay Loans under such Facility outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. (d) Unless the an Administrative Agent shall have received notice from the Borrower Borrowers prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full, the such Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the such Administrative Agent on such date and the such Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Borrowers shall not have so made such payment in full to the such Administrative Agent, each Bank applicable Lender shall repay to the such Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first three Business Days, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the such Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank Subject to the Borrower, the interest rate provisions of clause (f) below and the maturity date provisions of each such Advance and all payments of principal and interest made by the Borrower Section 2.12 with respect to such Advances. The obligation the application of mandatory prepayments, all payments and any other amounts received by the Administrative Agents from or for the benefit of any Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Borrower Loans an Administrative Agent may have advanced pursuant to repay the Advances made express provisions of this Agreement on behalf of any Lender, for which such Administrative Agent has not been reimbursed by each Bank and such Lender or the Borrowers, second, to pay interest thereon shall be evidenced by the entries from time to time made all other Obligations as provided in the loan account Loan Documents, and third, as the Borrowers so designate. Payments in respect of Loans or Revolving Reimbursement Obligations received by an Administrative Agent shall, subject to Section 2.23, be distributed to each applicable Lender in accordance with such Bank maintained pursuant Lender’s Ratable Portion (calculated (i) in the case of principal payments, without giving effect to this Section 2.14(e); provided the Commitments of any Defaulting Lender that the failure to make an entry with respect to an Advance shall has not affect the obligations fully funded its share of the Borrower hereunder with respect to such Advance. In Loans or Revolving Reimbursement Obligations being repaid and (ii) in the case of interest and fee payments, without giving effect to the Commitments of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of Defaulting Lender for the amount of interest, Revolving Commitment Fees or Letter of Credit Participation Fees payable in respect of Loans or Revolving Letter of Credit Obligations for which such Advance Defaulting Lender has not fully funded its share of the Loans or Revolving Letter of Credit Obligations) and of any amounts paid or payable as adjusted in accordance with respect theretoSection 2.15(f) and Section 2.23(a)(iv). (f) The Each Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any net proceeds of Collateral after the occurrence and during the continuance of an Event of Default, whether from a Loan Party’s sale of Collateral or the Collateral Agent’s or any Secured Party’s receipt of proceeds from any exercise of remedies, and each Borrower and each Lender and each Issuer agrees that, during such time, upon either (A) the written direction of the Requisite Revolving Lenders or the Requisite Term Lenders or (B) the acceleration of any Obligations pursuant to Section 9.2, each Administrative Agent shall maintain on its books a (x) apply all payments in respect of any Obligations and all other proceeds of Collateral (other than, except as set of accounts forth in which shall be recorded all Advances made by the Banks clauses (y) and (z) below, with respect to the Borrower, the interest rates Cash Secured XX Xxxx Collateral Account and maturity dates of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books and the entries in any Bank’s books, such Bank’s records shall be considered correctLC Facilities Cash Collateral Account), in the absence following order (subject to Section 13.1 and any adjustments under Section 2.23(a)(ii)): first, to pay interest on and then principal of manifest error.(i) the Term Loans that any Administrative Agent may have advanced on behalf of any Lender for which such Administrative Agent has not then been reimbursed by such Lender or the Borrowers and (ii) the Revolving Reimbursement Obligations owed to any Issuer for which such Issuer has not then been reimbursed by any Lender or the Borrowers; second, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of Treasury Management Arrangements) then due to any Administrative Agent and the Collateral Agent; third, to pay Obligations in respect of any expense reimbursements or indemnities (including fees and expenses in respect of Treasury Management Arrangements) then due to the Lenders and the Issuers; fourth, to pay Obligations in respect of any fees (other than Letter of Credit Participation Fees) then due to any Administrative Agent, the Collateral Agent, the Lenders and the Issuers; fifth, to pay (i) interest then due and payable in respect of the Term Loans (ratably to the aggregate principal amount of such Term Loans) and (ii) Letter of Credit Participation Fees and interest due and payable in respect of Applicable Reimbursement Obligations; sixth, to pay or prepay the Term Loans, Applicable Reimbursement Obligations and other Obligations (including Hedging Obligations) and to provide cash collateral for outstanding Revolving Letter of Credit Undrawn Amounts in the manner described in Section 9.3, ratably based upon the aggregate outstanding amount of such Term Loans, Revolving Reimbursement Obligations, other Obligations (including Hedging Obligations) and Revolving Letter of Credit Undrawn Amounts; and seventh, to such other Persons entitled thereto under applicable contractual arrangements or as otherwise required by applicable law or court order. provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses first through sixth above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the interest of the Agent, Lender, Issuer or other Person holding such Obligations in the aggregate outstanding Obligations described in such clauses;

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. (New York City time) on the day when due due, in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 9.8 (Notices, Etc.) in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will shall promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clause (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), Section 2.16 (Taxes) or Section 2.14(c), (d) or (e) (Special Provisions Governing Eurodollar Rate Loans) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (New York time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 360 days (or 366 days, as 365/366 days in the case may be, when determined by reference to of Obligations bearing interest at the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) a rate of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Each payment by the Borrower of any Loan, Reimbursement Obligation (including interest or fees in respect thereof) and each reimbursement of various costs, expenses or other Obligation shall be made in Dollars. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans under either Facility shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Eurodollar Interest Periods being repaid prior to those having later expiring Eurodollar Interest Periods. (de) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, thereon (at the Federal Funds Rate for the first Business Day and thereafter at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account in the name of the Borrower in which shall be recorded all Advances made by such Bank to the Borrower, the interest rate and the maturity date of each such Advance and all payments of principal and interest made by the Borrower with respect to such Advances. The obligation of the Borrower to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect thereto. (f) The Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (g) below (or required to be applied in accordance with Section 2.9(b) or (e) (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans under either Facility that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; second, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; third, to repay the outstanding principal balance of the Tranche A Loans until such Tranche A Loans shall have been repaid in full; fourth, to repay the outstanding principal balance of the Tranche A-1 Loans until such Tranche A-1 Loans shall have been repaid in full; and fifth to any other Obligation then due and payable. Payments in respect of Swing Loans received by the Administrative Agent shall maintain on its books a set be distributed to the Swing Loan Lender; payments in respect of accounts in which Revolving Loans under any Facility received by the Administrative Agent shall be recorded all Advances made by the Banks distributed to the Borrower, the interest rates and maturity dates each Lender in accordance with such Lender’s Ratable Portion of such Advances Facility; and all payments of principal fees and interest made thereon. In case all other payments in respect of any discrepancy between other Obligation shall be allocated among such of the entries Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions of such Facility. Notwithstanding the foregoing, to the extent permitted by applicable law, until such time as the Default Excess with respect to any Defaulting Lender shall have been reduced to zero, any payments received by the Administrative Agent’s books Agent and applied pursuant to this clause (f) shall be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the entries Revolving Credit Outstandings of such Defaulting Lender were zero. (g) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any Bank’s booksproceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, such Bank’s records shall be considered correct, in notwithstanding the absence provisions of manifest error.clauses (b) and (e) of Section 2.9 (

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 12:00 noon (New York City time) on the day when due due, in U.S. dollars dollars, to the Administrative Agent at its address referred an account designated from time to time by the Administrative Agent at a bank in Section 8.02 New York City in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.11, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.12(c), Section 2.12(e), Section 2.13 or Section 2.14 shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 12:00 noon (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on clause (a) of the Alternate definition of Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of interest and fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever Except as otherwise specified herein, whenever any payment hereunder 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 fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of Eurodollar any LIBO Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans shall be applied as follows: first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as LIBO Rate Loans with those LIBO Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Effective Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of clause (f) of this Section 2.11 and except as otherwise provided in Section 2.7, all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded applied first, to pay all Advances made Obligations then due and payable; and second, as the Borrower so designates. Payments in respect of Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Bank to Lender’s Ratable Portion of the Borrower, the interest rate and the maturity date of each such Advance Loans; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders as are entitled thereto, and in proportion to repay the Advances made by each Bank and to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set Borrower hereby irrevocably waives the right to direct the application of accounts in which shall be recorded all Advances made by the Banks to the Borrower, the interest rates and maturity dates of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case any proceeds of Collateral after the occurrence and during the continuance of an Event of Default, and agrees that, if an Event of Default has occurred and is continuing, the Administrative Agent may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 7.2, apply all payments in respect of any discrepancy between Obligations and all other proceeds of Collateral in the entries following order: (i) first, to pay Obligations in respect of any expense reimbursements or indemnities then due the Administrative Agent and Collateral Agent; (ii) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (iii) third, to pay Obligations in respect of any fees then due to the Administrative Agent, Collateral Agent and the Lenders; (iv) fourth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (v) fifth, to pay or prepay principal payments on the Loans and any Obligations owing with respect to Hedging Contracts ratably to the aggregate principal amount of such Loans and Obligations owing with respect to Hedging Contracts; and (vi) sixth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of clauses first through sixth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s books and each Lender’s interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (i) through (vi) of this Section 2.11(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender, or by any other Person that is not a Lender. In addition, the order of priority set forth in clauses (i) through (iii) of this Section 2.11(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders. In addition, the order of priority set forth in clause (i) of this Section 2.11 may be changed only with the prior written consent of the Collateral Agent in addition to the Administrative Agent and the entries in any Bank’s books, such Bank’s records shall be considered correct, in the absence of manifest errorRequisite Lenders.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the The Borrower shall make each payment hereunder from a bank account of the Borrower located in the United States (including fees and expenses) not later than 1:00 p.m. 11:00 A.M. (New York City time) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 11.8 in same-day funds, immediately available funds without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) and (f) of this Section 2.12, as applicable, for the account of their respective Applicable Lending Offices; provided, in each case however, that amounts payable pursuant to Section 2.13(c), 2.13(e), 2.14 or 2.15 shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 11:00 A.M. (New York City time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on clause (a) of the Alternate definition of Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees interest and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 fees, as the case may be; provided thatprovided, however, that if such extension would cause payment of interest on or principal of any Eurodollar Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Loans shall be applied first to repay such Loans outstanding as Base Rate Loans and then to repay such Loans outstanding as Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank shall maintain on its books a loan account Subject to the provisions of clause (f) of this Section 2.12 (and except as otherwise provided in Section 2.8), all payments and any other amounts received by the name Administrative Agent from or for the benefit of the Borrower in which shall be recorded all Advances made applied first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Bank to Lender or the Borrower; second, to pay all other Obligations then due and payable; and third, as the interest rate Borrower so designates. Payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender's Ratable Portion of the Revolving Credit Commitments; payments in respect of the Term A Loans and Term B Loans received by the maturity date Administrative Agent shall be distributed to each Term A Loan Lender and Term B Loan Lender in accordance with such Lender's Ratable Portion of each such Advance Loans; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto, and, if to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The After the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that the Administrative Agent may, and shall maintain upon either (A) the written direction of the Requisite Revolving Credit Lenders and the Requisite Term A Loan Lenders and the Requisite Term B Loan Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, apply all payments in respect of any Obligations and all funds on its books a set deposit in the Cash Collateral Accounts and all other proceeds of accounts Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay Obligations in respect of any expense reimbursement or indemnity then due to the Administrative Agent; (iii) third, to pay Obligations in respect of any expense reimbursement or indemnity then due to the Lenders and the Issuers; (iv) fourth, to pay Obligations in respect of any fees then due to the Administrative Agent, the Lenders and the Issuers; (v) fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (vi) sixth, to pay or prepay principal amounts on first the Loan Sub-Portion and then the other Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3, ratably to the aggregate principal amount of such other Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts; (vii) seventh, to pay Obligations owing with respect to Hedging Contracts; and (viii) eighth, to the ratable payment of all other Obligations; provided, however, that: (A) if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through seventh, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be recorded all Advances made allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses; and (B) The order of priority set forth in clauses first through eighth of this Section 2.12(f) may at any time and from time to time be changed by the Banks agreement of the Requisite Revolving Credit Lenders, the Requisite Term A Loan Lenders and the Requisite Term B Loan Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer or any other Person. The order of priority set forth in clauses first through fourth of this Section 2.12(f) may be changed only with the interest rates and maturity dates prior written consent of such Advances and all payments of principal and interest made thereon. In case of any discrepancy between the entries in the Administrative Agent’s books Agent in addition to the Requisite Revolving Credit Lenders, the Requisite Term A Loan Lenders and the entries in Requisite Term B Loan Lenders. (g) The Borrower hereby authorizes each Lender and each Affiliate of each Lender, if and to the extent payment owed to such Lender by the Borrower is not made when due hereunder, to charge from time to time against any Bank’s books, or all of the Borrower's accounts with such Bank’s records shall be considered correct, in the absence of manifest errorLender or Affiliate any amount so due.

Payments and Computations. (a) Except as expressly provided in Section 2.01(b)(ii), the Each Borrower shall make each payment hereunder from a bank account of the Borrower located (including fees and expenses) not later than, in the United States not later than 1:00 p.m. case of US Revolving Credit Loans and Term Loans, 11:00 A.M. (New York City time) and, in the case of Foreign Revolving Credit Loans, 11:00 A.M. (London time), in each case on the day when due in U.S. dollars to the relevant Administrative Agent at its address referred to in Section 8.02 11.8 (NOTICES, ETC.) in same-day funds, immediately available funds without set-off or counterclaim. The relevant Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the Banks entitled thereto payment of principal or interest or fees to the Lenders, in accordance with the application of payments set forth in paragraphs (e) and (f) of this Section 2.13, as applicable, for the account of their respective Applicable Lending Offices; PROVIDED, in each case HOWEVER, that amounts payable pursuant to Section 2.14(c) (INCREASED COSTS), 2.14(e) (BREAKAGE COSTS), 2.15 (CAPITAL ADEQUACY) or 2.16 (TAXES) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Loan Lender. Payments received by the Domestic Administrative Agent after 11:00 A.M. (New York City time) or by the Foreign Administrative Agent after 11:00 A.M. (London time) shall be deemed to be applied in accordance with received on the terms of this Agreementnext Business Day. (b) All computations of interest based on the Alternate Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate (as defined in the definition of Alternate Base Rate in Section 1.01) and on the basis of a year of 360 days at all other times, and all computations of fees and of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Fixed Rate shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.09 shall be made by the Reference Banks, Agents 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 and fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.09, by the Reference Banks) Agents of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder 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 fees, as the case may be; provided thatPROVIDED, HOWEVER, that if such extension would cause payment of interest on or principal of Eurodollar any Eurocurrency Rate Advances Loan to be made in the next following calendar month, such payment shall be made on the next immediately preceding Business Day. All repayments of any Revolving Loans or Term Loans shall be applied first to repay such Loans outstanding as Domestic Base Rate Loans or Foreign Base Rate Loans, as the case may be, and then to repay such Loans outstanding as Eurocurrency Rate Loans with those Eurocurrency Rate Loans which have earlier expiring Eurocurrency Interest Periods being repaid prior to those which have later expiring Eurocurrency Interest Periods. (d) Unless the relevant Administrative Agent shall have received notice from a Borrower to the Borrower Lenders prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the relevant Administrative Agent may assume that the such Borrower has made such payment in full to the such Administrative Agent on such date and the such Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due to such BankLender. If and to the extent the Borrower shall not have so made such payment in full to the relevant Administrative Agent, each Bank applicable Lender shall repay to the such Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereonthereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Domestic Base Rate Loans or Foreign Base Rate Loans, as the case may be, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the such Administrative Agent, at the Federal Funds Effective Rate. (e) Each Bank Subject to the provisions of paragraph (f) of this Section 2.13 (and except as otherwise provided in Section 2.9 (MANDATORY PREPAYMENTS)), all payments and any other amounts received by an Administrative Agent from or for the benefit of any Borrower shall maintain be applied FIRST, to pay principal of and interest on its books a loan account in the name any portion of the Loans which such Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which such Administrative Agent has not then been reimbursed by such Lender or such Borrower; SECOND, to pay all other Obligations then due and payable; and THIRD, as such Borrower so designates. Payments in which respect of Swing Loans received by an Administrative Agent shall be recorded all Advances made by such Bank distributed to the Borrower, applicable Swing Loan Lenders; payments in respect of Revolving Loans received by an Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Revolving Credit Lender's Ratable Portion of the interest rate and applicable Revolving Credit Commitments; payments in respect of any Term Loan received by the maturity date Domestic Administrative Agent shall be distributed to each Term Loan Lender in accordance with such Term Loan Lender's Ratable Portion of each such Advance the Term Loans; and all payments of principal fees and interest made by the Borrower with all other payments in respect to of any other Obligation shall be allocated among such Advances. The obligation of the Borrower Lenders and Issuers as are entitled thereto, and, if to repay the Advances made by each Bank and Lenders, in proportion to pay interest thereon shall be evidenced by the entries from time to time made in the loan account of such Bank maintained pursuant to this Section 2.14(e); provided that the failure to make an entry with respect to an Advance shall not affect the obligations of the Borrower hereunder with respect to such Advance. In case of any dispute, action or proceeding relating to any Advance, the entries in such loan account shall be prima facie evidence of the amount of such Advance and of any amounts paid or payable with respect theretotheir respective Ratable Portions. (f) The Administrative Agent shall maintain on its books a set After the occurrence and during the continuance of accounts in which shall be recorded all Advances made by an Event of Default, each Borrower hereby irrevocably waives the Banks right to direct the Borrower, the interest rates and maturity dates application of such Advances any and all payments in respect of principal the Obligations and interest made thereon. In case any proceeds of Collateral (including under Section 2.9(f) (MANDATORY PREPAYMENTS), and agrees that the Administrative Agents may, and shall upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (REMEDIES), apply all payments in respect of any discrepancy between the entries Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising from an insurance claim that are held in the Cash Collateral Account) or for which a Mandatory Prepayment Reserve was established pending application of such proceeds as specified in Section 2.9(c) (MANDATORY PREPAYMENTS) and all other proceeds of Collateral in the following order: (i) FIRST, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent’s books Agents may have advanced on behalf of any Lender for which the Administrative Agents have not then been reimbursed by such Lender or any Borrower; (ii) SECOND, to pay interest on and then principal of any Swing Loan; (iii) THIRD, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agents; (iv) FOURTH, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the entries Issuers; (v) FIFTH, to pay Obligations in respect of any fees then due to the Administrative Agents, the Lenders and the Issuers; (vi) SIXTH, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations; (vii) SEVENTH, to pay or prepay principal payments on the Loans, Reimbursement Obligations and Obligations owing with respect to Hedging Contracts and cash management services and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (ACTIONS IN RESPECT OF LETTERS OF CREDIT), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations, Letter of Credit Undrawn Amounts and Obligations owing with respect to Hedging Contracts; and (viii) EIGHTH, to the ratable payment of all other Obligations, PROVIDED, HOWEVER, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any Bank’s booksof the foregoing clauses FIRST through EIGHTH, the available funds being applied with respect to any such Bank’s records Obligation (unless otherwise specified in such clause) shall be considered correctallocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agents' and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses; PROVIDED FURTHER, HOWEVER, that the application of the proceeds of enforcement of Liens granted under the Collateral Documents shall be applied to the US Revolving Credit Facility, the Foreign Revolving Credit Facility and the Term Loan Facility as set forth in the applicable Collateral Documents; and PROVIDED FURTHER, HOWEVER, that, in no event shall the absence Collateral of manifest errorany Foreign Loan Party be applied under this Section 2.13(f) to pay any amounts with respect to the US Revolving Credit Loans or the Term Loans. The order of priority set forth in clauses FIRST through EIGHTH of this Section 2.13(f) may at any time and from time to time be changed by the agreement of the Administrative Agents and the Lenders without necessity of notice to or consent of or approval by any Borrower, any Secured Party that is not a Lender or Issuer, or any other Person. (g) At the option of the Administrative Agents, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Swing Loans or Revolving Loans. The Borrowers hereby authorize the Swing Loan Lenders to make Swing Loans pursuant to Section 2.3(a) (SWING LOANS), and the Revolving Credit Lenders to make Revolving Loans pursuant to Section 2.2(a) (REVOLVING CREDIT BORROWINGS), from time to time in such Swing Loan Lender's or such Revolving Credit Lender's discretion, which are in the amounts of any and all principal payable with respect to the Swing Loans and interest, fees, expenses and other sums payable in respect of the Revolving Loans, and further authorize the Administrative Agents to give the Revolving Credit Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The Borrowers agree that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (CONDITIONS PRECEDENT TO EACH LOAN AND LETTER OF CREDIT), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.